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Terms of Service

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Summary of Amendments
The following clauses reflect amendments made by Phone Direct. These clauses are intended to give you a clearer understanding of the terms that apply to your Phone Direct service.

Clause 3.3: This Clause permits Phone Direct to make changes to the Terms in a range of specific circumstances – primarily where the nature of the Services that Phone Direct provides changes and we require to ensure that the Terms and Conditions remain fit for purpose or where law requires us to make changes. Phone Direct will always provide you with a minimum of 30 days’ notice of any changes and Customers are allowed to terminate because of any changes which materially disadvantage the Customer.

Clause 5.2: This Clause permits Phone Direct to increase its Charges in line with RPI. This ensures that the Charges remain consistent despite inflation.

Clause 5.4: This clause provides certainty to our customers that no Charges will apply to the first thirty interactions (calls, emails and live chat messages) less than 30 seconds in total duration during each billing cycle.

Clauses 5.5-5.11: These clauses cover a range of matters and seek to provide further clarity regarding (i) additional Charges where the Customer exceeds its agreed plan minutes within a billing cycle (ii) invoicing processes; and (iii) any failure to make timely payment.

Clause 5.8: The Customer may terminate the Contract at any time by providing written notice to Phone Direct. The terms of Clause 5.8 will apply. In particular, notwithstanding notice of termination, the Customer acknowledges that it will remains liable for the Charges up to and including the end of the Customers relevant billing cycle in respect of those Services. During the period from the Customer exercising its right to terminate until the end of the Customers billing cycle, the Customer is permitted to continue to benefit from the Services in accordance with the provisions of this Contract. Alternatively, the Customer can opt to stop the provision of the Services at the point of termination by informing Phone Direct.

Clause 5.13: The applicable interest rate in the event of late payment has been amended to 4% per annum above the Bank of England base rate.

Clause 6.4: In order to properly provide the Services, we sometimes require the use of the Customer’s intellectual property. This clause provides us with a licence in order to be able to use this Customer intellectual property as required. We are not permitted to sub-licence this right to any third party.

Clause 7: In providing the Services to you, we require to process a great deal of personal data of both you and our customers’ customers. We take our responsibilities in this regard very seriously and will always comply with all the latest applicable laws. This clause confirms such compliance by Phone Direct and sets out the basis upon which Phone Direct will process any personal data in the provision of the Services (please see our Data Processing Addendum for more information on our processing activity and the steps that we take to ensure the security of all data processed by us.

Clause 9: In order to provide our customers with flexibility, Clause 9 provides our Customers with a right of termination at any point. In these circumstances, the Customer will only be liable to pay for the Charges up to the end of their billing period.

Terms
1) Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions
Applicable Data Protection Laws: means

  1. a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
  2. b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which Phone Direct is subject, which relates to the protection of personal data.

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date: means the date when the Customer first opts to receive the Services.

Conditions: these terms and conditions of supply as amended from time to time in accordance with clause 11.5.

Contract: the contract between Phone Direct and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm to whom Phone Direct provides Services.

Customer Default: has the meaning set out in clause 4.2.

Customer Personal Data: any personal data which Phone Direct processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and all other intellectual property rights, in each case whether registered or unregistered.

Services: any services to be supplied by Phone Direct to the Customer.

Supplier: Bespoke Placement trading as Phone Direct, with registered office at 344-348 High Road, Ilford, Es, IG1 1QP.

Supplier Materials: has the meaning set out in clause 4.1(f).

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 Interpretation:
a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

  1. b) Any words following the terms including, include for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  2. c) A reference to writing or written includes email.

2) Basis of contract
2.1) These Conditions shall apply in respect of the provision of any Services from the Supplier (“Phone Direct”) to the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3) Supply of Services:
3.1) Phone Direct shall use all reasonable endeavours to provide the Services in all material respects in accordance with these Conditions but time shall not be of the essence for performance of the Services.

3.2) Phone Direct reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Phone Direct shall notify the Customer in any such event.

3.3) Phone Direct may make changes to these Conditions by providing 30 days’ written notification to the Customer where:

  1. a) it intends to change the way it structures its Services.
  2. b) it introduces new Services.
  3. c) the cost to provide the Services increases (for example, Phone Direct must pay third parties more for use of their infrastructure or launching other new and improved customer products and services).
  4. d) the costs associated with Phone Direct’s business increase (for example, it invests in improving customer support).
  5. e) required to improve the security and operation of Phone Direct’s technical infrastructure
  6. f) there are valid legal or regulatory reasons; or
  7. g) Phone Direct proposes a change to the Conditions to make them clearer or easier to understand, to reflect changes in law or to update our contracts from time to time so all our customers are on the same Conditions.

3.4) The Customer may opt to terminate the Contract where Phone Direct exercises its rights under Clause 3.3 where it can demonstrate that it has been materially disadvantaged as a result of the change.

3.5) Phone Direct warrants to the Customer that the Services will be provided using reasonable care and skill. The Supplier does not give any warranties as to any Services and does not warrant that it has sufficient resources to handle unexpected increases for transmission errors, corruption of data, or the security of information carried over telecommunication services.

3.6) The Customer has the option to opt-in to call recordings either at the point of sign up or during the provision of the Services. The Customer hereby acknowledges and accepts that, once call recordings are enabled on the Customer’s account, any call recordings will be kept on file by Phone Direct for up to 90 days. After 90 days, the recording may be permanently deleted and irretrievable.

4) Customer’s obligations
4.1) The Customer shall:
a) ensure that the Services are suitable to meet its requirements.

  1. b) co-operate with Phone Direct in all matters relating to the Services.
  2. c) provide Phone Direct, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Phone Direct.
  3. d) provide Phone Direct with such information and materials as Phone Direct may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects.
  4. e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
  5. f) keep all materials, equipment, documents, and other property of Phone Direct (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain Phone Direct Materials in good condition until returned to Phone Direct, and not dispose of or use Phone Direct Materials other than in accordance with Phone Direct’s written instructions or authorisation; and
  6. g) provide Phone Direct with the e-mail, pager, fax, or other telecommunications service that will be used to deliver its messages to the nominated individual at the Customer; and
  7. h) give Phone Direct at least seven (7) business days prior written notice before any increase in call volume which the Customer is, or ought reasonably to be, aware of.

4.2) If Phone Direct’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  1. a) without limiting or affecting any other right or remedy available to it, Phone Direct shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Phone Direct’s performance of any of its obligations.
  2. b) Phone Direct shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Phone Direct’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
  3. c) the Customer shall reimburse Phone Direct on written demand for any costs or losses sustained or incurred by Phone Direct arising directly or indirectly from the Customer Default.

5) Charges and payment:
5.1) Subject to Clause 5.2, the Charges for the Services shall be as agreed with the Customer at the Commencement Date.

5.2) Phone Direct reserves the right to increase the Charges. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Phone Direct in writing within 4 weeks of the date of Phone Direct’s notice and Phone Direct shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2 weeks’ written notice to the Customer. Notwithstanding the foregoing, Phone Direct reserves the right to increase the Charges in line with RPI each year, in which case, the Supplier’s right to terminate as a result shall not apply.

5.3) Subject to Clause 5.4, call times are measured from the time of connection (not including ringing time before a call is answered) to conclusion of work associated with the interaction, including inbound and outbound minutes worked.

5.4) No Charges will apply to the first thirty interactions (calls, emails, and live chat messages) less than 30 seconds in total duration during each billing cycle. For interactions 30 seconds or longer or for more than the first thirty interactions during each billing cycle, the Charges will apply in one-minute increments, rounded up to the nearest whole minute in accordance with the Customers chosen plan.

5.5) If the Customer exceeds its agreed plan minutes within a billing cycle, the Customer will be liable for additional Charges at the rate set out when Customer signed up to their plan and will be paid in accordance with Clauses 5.8 and 5.9 below. The Customer acknowledges and agrees that the Charges apply in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. The Customer further acknowledges and accepts that chargeable interaction time includes all time spent by Phone Direct’s agents answering calls or performing other ancillary work or Services on the Customer’s behalf, including, for example, hold time and time spent patching a customer call forward.

5.6) Unless otherwise agreed in writing between the Parties, Phone Direct shall invoice the Customer at the commencement of the provision of the Services and monthly thereafter in advance for the standard monthly Charges for the Services (“Standard Invoices”).

5.7) Phone Direct will issue Standard Invoices to the Customer by email and Phone Direct will charge the Customer’s selected payment method on file for the Services on or around the date of issue of the invoice. Such invoice will include any applicable taxes.

5.8) Where, in any billing cycle, the Services provided to the Customer during that billing cycle exceeds their service plan allowance, Phone Direct shall (subject to clause 5.9) issue a further invoice to the Customer at the end of the billing cycle for payment of the excess Charges. Phone Direct will charge the Customer’s selected payment method on file for the excess Charges on or around the date of issue of the invoice.

5.9) In the event that the accrued excess Charges in any given billing cycle amounts to £100 or more, Phone Direct will collect payment using the payment method on file for each £100 increment. These Charges will be reflected on the Customer’s invoice at the end of that billing cycle.

5.10) Time of payment shall be of essence to this Contract. If Phone Direct cannot charge the Customer’s selected payment method for payment of the Charges for any reason (such as expiration, insufficient funds or Phone Direct not holding valid payment details on file), the Customer will, for the avoidance of doubt, remain responsible for any uncollected amounts. In such cases, the Customer shall be obliged to make payment directly and immediately to Phone Direct via any app relevant to the Services. Where this not possible, the Customer shall contact Phone Direct directly to make payment of any outstanding Charges.

5.11) In the Event that the Customer triggers Clause 9.3, the Customer shall be liable to pay (to the extent not already paid) for the Charges (including any excess Charges) up to the end of the Customer’s applicable billing cycle.

5.12) All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).

5.13) If the Customer fails to make a payment due to Phone Direct under the Contract by the due date, then, without limiting Phone Direct’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.13 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.14) The Customer shall send Phone Direct a written notice of any bona fide dispute of any invoice issued by Phone Direct within twenty-one (21) days after the invoice date, or such invoice shall be deemed to be correct, accepted by the Customer and payable in full.

5.15) All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.16) The Customer authorises Phone Direct carry out credit reference checks at any time prior to or during the provision of any Services.

5.17) Phone Direct reserves the right to request a letter of credit and/or a security deposit to ensure prompt for the Charges.

5.18) The Customer understands that the obligation to pay the Charges survives termination or expiry of the Contract.

6) Intellectual property rights
6.1) Unless agreed otherwise in writing, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Phone Direct.

6.2) Phone Direct grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

6.3) The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4) The Customer grants Phone Direct a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Phone Direct for the term of the Contract for the purpose of providing the Services to the Customer.

7) Data protection
7.1) For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

7.2) Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under Applicable Data Protection Laws.

7.3) The parties have determined that for the purposes of Applicable Data Protection Laws, Phone Direct is the data processor and the Customer the data controller.

7.4) Without prejudice to clause 7.2, Phone Direct shall, in relation to Customer Personal data process that Customer Personal Data in accordance with its Data Processing Addendum, a copy of which can be found at DPA. By agreeing to these Conditions, the Customer hereby also agrees and accepts the terms of the Data Processing Addendum.

8) Limitation of liability:
8.1) Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

  1. a) death or personal injury caused by negligence.
  2. b) fraud or fraudulent misrepresentation; and
  3. c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2) Subject to clause 8.1, Phone Direct’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

8.3) In clause 8.2:
a) cap. The Total Charges in the contract year in which the breaches occurred.

  1. b) contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it.
  2. c) total charges. The Total Charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods supplied by Phone Direct, whether or not invoiced to the Customer; and
  3. d) total liability. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.4) This clause 8.4 sets out specific heads of excluded loss

  1. a) Subject to clause 8.1, the types of loss listed in clause 8.4(b) are wholly excluded by the parties.
  2. b) The following types of loss are wholly excluded:
  3. i) Loss of profits
  4. ii) Loss of sales or business.

iii) Loss of agreements or contracts.

  1. iv) Loss of anticipated savings.
  2. v) Loss of use or corruption of software, data or information.
  3. vi) Loss of or damage to goodwill.

vii) Indirect or consequential loss.

8.5) Subject to the foregoing limitations, if Phone Direct fails to provide the Services, the Customer sole remedy will be, at Phone Direct’s sole discretion, either:

  1. a) the correction of the failure to provide the Services, or
  2. b) a refund of the monthly recurring charges paid to Phone Direct for such services during the period that the services were affected.

8.6) This clause 8 shall survive termination of the Contract.

9) Termination
9.1) Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  1. a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so.
  2. b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2) Without affecting any other right or remedy available to it, Phone Direct may terminate the Contract with immediate effect by giving written notice to the Customer if:

  1. a) the Customer fails to pay any amount due under the Contract on the due date for payment and such breach is not remedied within 14 days: or
  2. b) there is a change of control of the Customer.

9.3) The Customer may terminate the Contract at any time by providing written notice to Phone Direct. The terms of Clause 5.8 will apply. In particular, notwithstanding notice of termination, the Customer acknowledges that it will remains liable for the Charges up to and including the end of the Customers relevant billing cycle in respect of those Services. During the period from the Customer exercising its right to terminate until the end of the Customers billing cycle, the Customer is permitted to continue to benefit from the Services in accordance with the provisions of this Contract. Alternatively, the Customer can opt to stop the provision of the Services at the point of termination by informing Phone Direct.

9.4) Without affecting any other right or remedy available to it, Phone Direct may suspend the supply of Services under the Contract or any other contract between the Customer and Phone Direct if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.2(d), or Phone Direct reasonably believes that the Customer is about to become subject to any of them.

9.5) Nothing in this Clause 9 shall prejudice the Customer’s statutory rights which shall remain unaffected.

10) Consequences of termination
10.1) On termination of the Contract:

  1. a) the Customer shall immediately pay to Phone Direct all of Phone Direct’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Phone Direct shall submit an invoice, which shall be payable by the Customer immediately on receipt.
  2. b) the Customer shall return all of Phone Direct Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Phone Direct may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2) Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11) General
11.1) Force majeure.
a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”).

  1. b) If the Force Majeure Event prevents Phone Direct from providing any of the Services for more than four (4) weeks, Phone Direct shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

11.2) Assignment and other dealings.
a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all its rights and obligations under the Contract.

  1. b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Phone Direct.

11.3) Confidentiality
a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 11.3(b).

  1. b) Each party may disclose the other party’s confidential information:
  2. a) to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
  3. b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  4. c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4) Entire agreement.
a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

  1. b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.5) Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6) Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7) Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.8) Notices
a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand, by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or by email.

  1. b) Any notice shall be deemed to have been received:
  2. i) if delivered by hand, on signature of a delivery receipt; and
  3. ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

iii) If sent by email to 11 Rutland St, Edinburgh EH1 2AE.

  1. c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.9) Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.10) Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

11.11) Jurisdiction
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

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