This Agreement sets out the conditions by which 123pbx agrees to provide its VoIP Phone Services (“Service”) to you. The commencement of this Agreement begins from the date on which your order (“Minimum Term”) is placed with 123pbx.
The terms, “123pbx”, “we” and “us” and “our” refer to INetwork Limited trading as 123pbx. A limited company incorporated in England and Wales (registered company number 10452285), whose registered office is at 320a Romford Road, London E7 8BD. The terms “You” and “Your” refer to you the customer.
1. Use of Service and Suspension
1.1 You agree to use the Services in accordance with such information we may provide to you in accordance with any applicable laws and regulations. You agree the Services may only be used as permitted in these Terms, and that you are liable for all usage and activity
1.2 We grant you a limited right to use our Services in accordance with this Agreement for business or professional use.
1.3 You affirm that you will be the sole user of the Service. You will not in any way modify, re-sell imitative works, licence, re-supply, or permit a third party to use the Service without prior written consent from 123pbx, which may be withdrawn or conditioned at 123pbx’s sole discretion.
1.4 You agree not to (i) intentionally or negligently use the Service in violation of applicable laws or policies; (ii) intercept, emulate, or redirect the communication protocols used by 123pbx for any reason, including without limitation causing the Service applications to connect to a device or server not authorised by 123pbx; (iii) to send any communication which is of criminal nature, threatening, illegal, harmful, defamatory, offensive, abusive, ethically or racially offensive, or harassing; (iv) obtain user data without pre consent; or (v) convey through the Service such material which violates any copyright, intellectual property or third party rights. (vi) facilitate criminal activity
1.5 You agree to provide your true, current and accurate information for the purpose of administering Services from 123pbx, and agree to inform of any updates to such information upon changes. If we suspect your information provided is fraudulent, inaccurate, incomplete, out of date, or otherwise unlawful, we may at our sole discretion suspend or terminate the Service.
1.6 You are solely responsible for updating and maintaining security passwords, PIN numbers, and secure data. We shall not be liable for any transactions, unauthorised usage, or activity as a result of compromised password(s), PIN number(s), or secure data, whether authorised by you or by anyone else.
1.7 You agree to inform us immediately of any unauthorised Service usage. We may suspend or terminate the Service, upon failure of contact to us. This may result in further losses incurred to You. 123pbx will not be liable for any unauthorised use of Service.
1.8 We reserve the right to develop or modify Service features from time to time. This will not affect the functionality or discontinue any continuing Service unless we have provided prior written notice to you. We may offer premium or additional features as part of the Service as an additional package or cost. Any additional Service features on your order will be subject to the Terms stated.
1.9 You agree not to tamper or reconfigure any equipment supplied to you for the sole purpose of using the Service (“Equipment”). We reserve the right to suspend or terminate your Service in the event you tamper or reconfigure any Equipment provided by 123pbx. Such Equipment provided must be kept and utilised in accordance with the manufacturer guidelines and must not be used with equipment that is not approved by us or the manufacturer. You are only granted access to use the Equipment for the use of network with 123pbx.
1.10 Without prejudice to our rights to terminate your Service and this Agreement, we may immediately suspend the Service in the subsequent circumstances: (i) if we have reason to believe you have violated any terms of this Agreement; (ii) if you threaten or abuse, members of our staff; (iii) if your use of the Service is in breach of any applicable laws or rulings; (iv) if we are lawfully required to suspend or terminate the Service to conform with applicable laws or rulings, including an instruction, order or request of government or other governing authority; (v) if your use of the Service causes a security threat to the Service, third party or may subject 123pbx to liability; or (vi) in the event for which 123pbx reasonably believes that Service suspension is crucial to safeguard the system, network, or customers of 123pbx or other third parties.
1.11 In the event the Service is suspended or terminated by us, you will be liable for all charges including and without limitation unbilled charges, termination fees and any other charges wholly of which immediately become payable. If this Agreement is terminated by us before the end of the Minimum Term, or due to the reasons set out in clause 1.10, You will be responsible to pay any Service charges due up to the end of the Minimum Term.
2. Billing and Payments
2.1 Billing for the Service will commence from the Service activation date and will be charged on a monthly basis (“Billing Period”). You agree to pay all charges set for the Service in advance, as per your order agreed and presented on the monthly invoice. Any termination fees, transfer charges, and international calling charges will be billed in arrears. Provision of the Service is under the condition you pay all the charges and fees relevant to the Service in accordance with this Agreement. We may suspend or terminate your Service at any time with reasonable cause, if you fail to make payment of due sums. You agree to pay all due sums in full and on the date agreed with us. The payment method accepted by 123pbx will be by Direct Debit only. All charges and fees are exclusive of Value Added Tax (“VAT”), unless otherwise stated. We shall provide you with an invoice by email detailing the total amount due and VAT.
2.2 All prices, plans, taxes and fees are subject to change at any time. You agree that you are solely responsible for paying all charges billed to you. This includes but is not limited to free phone calls, local, long distance and international calls, premium rate numbers, operator, directory services and 118 charges, charges for extra features, and taxes.
2.3 Advertised promotions and discounted prices are temporary. Any such promotion agreed in your Service plan will expire as dated in your Service contract with us. We reserve the right to modify or discontinue promotional prices and offers at our sole discretion.
2.5 You agree to inform us of any changes to your payment details, such as bank account or account number. If your payment fails or is declined, we will use reasonable efforts to contact you and advise of the failed attempt. Any late payment on your invoice, excluding hardware costs will incur a £5 charge.
2.6 We reserve the right to suspend or terminate your Service if your payment fails, and charge for any administration costs incurred to recover sums due to us. We reserve the right to use third party debt collection agencies, to recover charges payable to us.
2.7 You must notify 123pbx by email of any disputes to your invoice within 6 months of the dated invoice. If you fail to provide reasonable details by email of the disputing charge within the specified time period, you will conclusively defer any objection and recourse in relation to the charges.
3. Business Use Policy
3.1 You agree to use the Service as permitted in this Agreement, and only for the sole and reasonable use in the course of your business. We may at our sole discretion suspend or terminate your Service if we find the you are using the Service otherwise than as permitted in this Agreement, or for prohibited uses. In the case of a termination, you will be liable to pay all monthly charges up to the end of your Minimum Term, any applicable charges on your Service plan, including and without limitation early termination fees, unbilled charges and any other charges all of which immediately become due and payable.
3.2 Your use of the Service is conditional based on the adherence to all applicable laws and regulations, including and without limitation those governing, anti-discrimination, account collection, data protection, consumer protection, export control, security laws, unfair-competition, false advertising and privacy laws.
3.3 You agree not to use the Service for any prohibited, fraudulent, inappropriate, offensive purpose, or in a way that interferes with 123pbx’s ability to provide Services to other clients, causes damage to our or other customer’s property, or restricts other customers, or third parties from using our Services. The following will be considered as prohibited behaviours, but are not limited to:
3.4 Behaviour that is prohibited, offensive, threatening, harassing, insulting, fraudulent, infringing, deceptive, malicious, or invasive of an individual’s privacy.
3.5 Sending unsolicited communications or spam, including voicemails, text message, email, faxes, or any other junk email or phone contact without the prior consent of the receiver.
3.6 Collecting sensitive data about others, including contact details, or email addresses without prior consent of the recipient, or in violation of data protection or privacy laws.
3.7 Intentionally, carelessly, or negligently transferring material containing viruses, malware, spyware, or any programs that may be damaging or dangerous.
3.8 Attempting to mislead others by creating a falsified caller identity, email address, text message address or header, and sending communication via this method through the Service.
3.9 Transmitting content that may violate, or infringe intellectual property rights and rights of other third parties.
3.10 Breaching applicable laws in relation to the transmission of technical data or software exported through the Service.
3.11 Utilising the service outside of the terms of regular business use, including allowing others outside of your business to use the Service, allowing multiple users to use a single VoIP line or excessive use of the single VoIP line.
3.12 Using or applying methods, or devices that may bypass, take advantage of, exploit or void this Agreement.
3.13 You agree that you are solely responsible for any transmissions and the content of all communications sent through the Service.
3.14 You shall not attempt to gain unauthorised access by hacking or other means for the purpose of using other accounts, systems or networks, or other Services.
4.1 This Agreement shall commence on the date your order accepted by 123pbx for the Service and Minimum Term as set out in your order, other than as provided elsewhere in this Agreement.
4.2 You may cancel your Agreement in writing by giving one month’s notice before the end of the Minimum Term. If you want to terminate from the Service, certain features or some of your lines you must contact us in writing to email@example.com. We will email you a confirmation of your cancellation. Early termination charges will be applicable in line with our policy, VoIP Early Termination Charges
4.3 If you terminate the Service after the end of the Minimum Term, any applicable pro-rated payments will be refunded to you.
4.4 If your Service is terminated by us due to a violation of this Agreement or for the reasons set out in clauses 1.9, 1.10 and 1.11 then without intolerance to any other remedy available to us under this Agreement or law, you will be liable to pay for all charges including and without limitation unbilled charges, termination fees and any other charges wholly of which immediately become payable. You will be responsible for paying any Service charges due up to the end of the Minimum Term.
4.5 Upon termination of your Service and Agreement, 123pbx may immediately deactivate and erase all information and data in your account with us and without delay restrict further access to data, software, applications or Services.
4.6 We shall not be liable to you or any third for terminating your Service or access to software and applications.
4.7 If the use of Service is terminated by you or 123pbx, you shall not be entitled to a refund of any pre-paid amounts, plan credits, international call credits, or any other charges paid prior to the termination date.
5. Equipment Ownership and Risk
5.1 For the use of the VoIP Service, you will be required to purchase phones and may need to purchase headsets or additional hardware (“Equipment”)
5.2 You are responsible for all purchased hardware from us, and all risk of loss, theft, or damage to the equipment shall pass onto you upon delivery to your premises.
5.3 All Equipment purchased from 123pbx for the provision of the VoIP is non-returnable. You agree and understand that if your Service is terminated for any reason before the end of the Minimum Term any Equipment purchased from 123pbx will not be returnable.
6. Plans and Credits
6.1 We offer a variety of plans and products in line with our Services. All of our plans are quoted in terms of minute usage (“Plan Credits, “Monthly Credits”, “International Calling Credits”)
6.2 We reserve the right to update our pricing at any time. Any such price changes will take effect as of your next billing cycle, or after your Minimum Term. We will inform you of any price changes by email, on your invoice and our website.
6.3 Plan Credits, Monthly Credits and International Calling Credits can only be redeemed by the Service user/s of the account held with 123pbx. Plan Credits as stated above hold no monetary value and cannot be sold, assigned, transferred, used by another user or account holder, or be exchanged for cash in any circumstances.
6.3 Upon termination of your Service for any reason, all unused Service credits and international call credits will completely expire on the termination date. There shall be no refund or transfer of any unused Service credits, international calling credits, promotional credits, or additional credits from any remaining Minimum Term period. You agree to pay any termination fees and outstanding charges to disconnect your Service with 123pbx.
Monthly Metered Plans:
123pbx offers a variety of monthly metered plans to suit individual requirements. Each monthly metered plan consists of monthly Plan Credits, for a monthly price excluding VAT. Unused Monthly minutes will not roll over to the following month and will expire on a monthly basis. If you exceed your Monthly minutes from your allocation, you may upgrade your package to increase minutes required. Once upgraded there will be no option to downgrade packages.
Charges for 0845, 0870, other premium numbers and mobile operators may vary. Please refer to your Service contract for details regarding your monthly metered plan and call types included in your Plan Credits. International calling rates will be applicable on international calls made and will not be included in the monthly metered plan.
Unlimited Monthly Plans:
123pbx provides unlimited monthly plans for certain Services and products. Each unlimited monthly plan includes a local telephone number and is subject to the terms of our Fair Usage Policy and other usage restrictions which may be applicable in this Agreement. Once upgraded there will be no option to downgrade from this package until the contract term has ended.
If we are lead to believe the unlimited monthly plan is being used by you for illegal and/or prohibited use or your minute usage is in breach of our Fair Usage Policy, we may at our sole discretion and without notice, terminate the unlimited monthly plan or change your plan to one of our monthly metered plans. International calling rates will be applicable on international calls made and will not be included in the unlimited metered plan. Additional charges will be applicable for international calls.
International calls are subject to additional charges, and you may be charged additional Plan Credits if you call international numbers that are outside of your monthly metered or unlimited calling plans. This will be chargeable at the end of the billing month. 123pbx’s international calling rates can be viewed here click here.
123pbx reserves the right to disallow access to specific international calling destinations in countries that are frequently involved in fraudulent call making (“Blacklisted Destinations”). We may at your request provide access to Blacklisted Destinations, subject to the following conditions:
• You will be responsible for monitoring and ensuring calls and faxes to Blacklisted Destinations are not for a prohibited or fraudulent purpose. You agree to notify 123pbx of any fraudulent or wrongful use.
• We reserve the right to instantly and irrevocably revoke your access to the Blacklisted Destinations if we believe the Service is being used fraudulently in connection with the Blacklisted destinations.
• You will indemnify 123pbx and its affiliates against damage, claims, loss, expenses, liabilities, legal fees and other costs arising from unethical or fraudulent calls and faxes to Blacklisted destinations.
You may be subject to additional fees and taxes associated with international calling. Please refer to your Service contract for details regarding your Service plan and international calling charges.
7. Use of Emergency Services
7.1 To use Emergency Services 999/112 through your VoIP Service (“VoIP Emergency Services”), you will require the use of a desktop IP phone or our mobile app for VoIP. This Service functions differently from a traditional 999/112 Service (“Traditional Emergency Service”). It is mandatory as regulated by Ofcom, for 123pbx to inform you of the circumstances in which you may not be able to access VoIP Emergency Services compared to Traditional Emergency Services. Such instances may include:
• Interruption of internet connectivity: If there is an internet connection failure, where your VoIP Phone Service is provided, you will not be able to access VoIP Emergency Services.
• Power cuts or loss of electric: In the event of a power outage, your internet connection, IP phone, PC with a soft phone or ATA with a conventional telephone will not have access to phone Services or VoIP Emergency Services, unless you have a back-up power system or generator.
• No cellular network access: VoIP Emergency Services is only available if your “Mobile Device” (i.e. mobile phone, tablet) has cellular network connectivity. You will not be able to access VoIP Emergency Services if you are solely connected to a wireless internet connection. A cellular network connection must be accessible to be able to use Emergency Services on your Mobile Device.
• Number and Service Flexibility: 123pbx’s VoIP Service allows you to acquire a telephone number that may not always correspond to your specific geographic location. This provides you with the flexibility to use the VoIP Service from any location, providing you have connectivity to a wired broadband network. Traditional Emergency Services will automatically transfer your emergency call and details of your address and telephone number to the closest local emergency responder. VoIP Emergency Services will not operate in the same format for the reasons: (i) your current location may not correspond with your telephone number. This means you will be required to provide your address and where the VoIP Service will be used (“Registered Location”) when you engage in Services with 123pbx. (ii) you must update your Registered Location in the event of any relocation of Equipment that is used for the purpose of the Service. Failure to do so will mean that any emergency calls made using the VoIP Service with be routed to an emergency responder based on the previous Registered Location, and may not be accurate to you actual location.
7.2 You must ensure your Registered Location is accurate at all times. This is because the VoIP Service will usually automatically forward your Registered Location to locate the nearest emergency responder in the event of VoIP Emergency Services being used. Once a change in the Registered Location has been notified to us this will be updated accordingly. You may experience a delay when using VoIP Emergency Services after an update as the new Registered Location may not become available immediately.
7.3 123pbx does not manage the use of Emergency Service from a Mobile Device. The use of mobile applications for VoIP Emergency Services relies upon the mobile network provider’s ability to make an emergency call from your geographic location. 123pbx has no authority over the handling of emergency calls by your mobile network provider and therefore, 123pbx will not be liable for any failures caused outside of our control.
7.4 123pbx relies on third parties and emergency responders for the provisioning of emergency calls and emergency service responding. We disclaim all responsibility and liability for the acts, conduct or failing by such third parties in the provision of 123pbx’s VoIP Emergency Service.
7.5 We will not be liable for matters outside of our control concerning emergency responders and third parties that may or may not answer emergency calls made from VoIP Services, how these calls are answered, or the conduct in which the calls are responded to.
Registered Location Requirement
You must provide an accurate Registered Location for where the VoIP Service will be used. This is a requirement for each VoIP phone line purchased from 123pbx. We will be unable to provide VoIP Phone Services until you have provided a Registered Location upon signing up for our Services.
You agree to provide your true, current and accurate information regarding your Registered Location during the initial sign up for the purpose of administering Services from 123pbx. You acknowledge and agree that you are solely responsible for updating 123pbx as to any changes to your Registered Location when the Service is used from a new location by notifying in writing to firstname.lastname@example.org.
We may immediately suspend or terminate the Service if the information provided is, or we suspect the Registered Location details provided to be fraudulent, inaccurate, out of date or incomplete. Emergency calling will not be affected by Service suspension.
8. Call Recordings and Storage of Data
8.1 123pbx offers a call recording feature with particular Services; this allows you to record telephone conversations. Data Protection laws and other regulations will apply to your use of the call recording feature, and in some circumstances, you will be required to obtain consent from the caller to record the telephone conversation. You oblige and agree to maintain compliance with regulatory requirements and such laws.
8.2 You agree that you are solely liable for complying with laws and regulations in relation to call recordings, and under no circumstances shall 123pbx be held accountable for such compliance. You acknowledge and understand breaching such laws and regulations may result in civil and criminal injunctions against you.
8.3 You agree to inform all users of your account that their calls may be recorded for the purposes of compliance laws and regulations in relation to their use of this feature.
8.4 You agree to completely, permanently, discharge, hold harmless and indemnify 123pbx and its third party affiliates from any liability, damages or loss of any kind as a result of your recording of telephone conversations through our Services.
8.5 123pbx does not hold any obligation to save call logs, faxes, emails, voicemails or other communications. We shall not be liable for the loss, erasure or failure to store call logs, faxes, emails, voicemails or other communications managed through our Services. You agree and acknowledge that 123pbx may impose limits as to the size or storage of any communications.
9. Ownership of the Account
9.1 Only the legal entity of the business (i.e. company, partners, individual) shall sign up to be the “Account” holder with 123pbx. In the event no legal entity is provided, we may ask for further information to confirm the bill payers details before registering as an Account Holder. Changes to ownership must be provided in writing with supporting legal documentation. We reserve the right, without prejudice to suspend or terminate your Account and Service if we are unable to verify the valid owner of the Account.
10. Changes to this Agreement
10.1 We may at any time change the terms of this Agreement, our policies, call plans and charges upon notification by email or written communication to you. We shall aim to notify you of changes to call plans, charges and destinations within your calling plan at least one month before changes are due to take effect; however, some changes may be made without a month’s notice.
10.2 You agree that if you use the Service after any changes take effect you will be bound by the changes, and this will replace any existing Agreements.
10.3 You may end this Agreement by giving 30 days notice and without any applicable early termination fees if the changes we make cause you material detriment. To exercise your right of termination you can write to us at email@example.com
11.1 We warrant that we shall provide the Service “as is” for your own use only, with credible expertise and care, within a reasonable time and as described in the Agreement. We make no representations or warranties that the provision of the Service will be fault free or uninterrupted but will use all reasonable expertise and care to provide and maintain the Service. We do not make any further warranties about the Service, and will not be liable for any data, messages or information lost as a result of fluctuations in the Service due to the internet or network connectivity in your location. You agree that by entering into this Agreement, you do not rely on or do not do so on the basis of any representation, warranty or any other provision except as specifically provided in this Agreement and all warranties, conditions and other terms implicit by decree or common law are excluded to fullest extent permitted by law. Nothing in this agreement affects your statutory rights.
11.2 You acknowledge that any voicemails, fax transmissions, information or data downloaded, obtained or otherwise acquired through the use of the Service are at your own discretion and risk. Whilst every effort is made to ensure any transmissions or downloads are secure, we make no guarantee of security, and will not be liable for any damage or loss to you or your property.
11.3 We will provide a limited warranty, subject to the terms as provided by the manufacturer on the Equipment covering manufacture defects. You must report any faults due to manufacturing defects within the warranty period to us promptly on 0207 1000 830 or 0333 3055 255 and we shall replace the faulty Equipment, providing this is returned to us within 30 days of the fault being reported. The faulty equipment must be returned in its original packaging with all components, manuals, registration material and the bar code intact. All replacement Equipment will be charged for (including delivery costs) and will be credited back to you (excluding delivery costs) once we have received the faulty Equipment within 30 days of the reported fault. This provided that the fault has not been caused by wear and tear, misuse, or negligence whilst in your ownership.
11.4 No information or advice from us, our affiliates, third parties, or from the Service, whether written or oral shall create any warranty not expressly stated in this Agreement.
12. Liability and Indemnity
12.1 Nothing in this Agreement excludes or inhibits our liability for death or personal injury caused by our negligence, or for any liability that cannot be prevented or limited by law.
12.2 You agree that you will have no claim against us or our third party affiliates if you are unable to access the Service and the exclusions and limitations of liability in this clause 12 shall pertain to claims arising from your use of the Service including claims against our third party affiliates.
12.3 We shall not be liable to you or any third party whether in Agreement, tort, including any liability for negligence or violation of statutory duty, or for any direct or indirect loss of business, revenue, profits, expected savings, incidental or consequential loss, loss or corruption of data, even in the event we have been informed of the possibility of such damage or loss.
12.4 Apart from the case in clause 12.1, our liability to you (if any) for direct loss or damages in Agreement, tort, including any liability for negligence or violation of statutory duty, or otherwise, arising out of or in conjunction with this Agreement shall be limited and capped to the amounts paid by you to us in a year under this Agreement. The limitation of liability reflects the provision of risk between the parties. The limitation of negligence in clause 12 will exist and apply in any circumstances.
12.5 We shall not be liable for any charges incurred by you to redirect your traffic to another provider as a result of a failure in Service, Equipment or software.
12.6 You will indemnify 123pbx from and against any and all damage, loss, expenses, rational legal fees, actions or demands arising from the breach of this Agreement, claims, any misuse or negligence by you or any user whilst using the Service, Equipment or software.
13. Matters Beyond Reasonable Control
13.1 We will not be liable for any matters outside of our control that may prevent either party from performing any obligations under this Agreement, such as flooding, lightning, fire, earthquake, severe weather conditions, war, riots, industrial disputes, acts of government or other competent authorities, or other events beyond the reasonable control of 123pbx.
14. Disputes and Complaints Resolution
14.1 Information on our disputes or complaints procedure can be found in our Customer Complaints Code.
15. Licence and Intellectual Property
15.1 123pbx grants you a non-exclusive, non-transferable, personal, limited, revocable, and non-assignable licence to use software and Equipment for the reason for which it is intended solely in connection with the Service and for no other reason. This licence begins upon 123pbx’s provision of the Service and ceases upon the expiration or termination of this Agreement for any reason. Any efforts to assign, sublicense, or transfer any of the rights; obligations or accountability under this license is void and may consequence in the termination of this Agreement and license. No other rights or licences to the software are granted or implied.
15.2 Certain content may be made available to you via the Service by third parties. Use of such third party content may be governed by individual copyright notices and licences and is the property of the respective content owner. You agree to conform with the terms of all end user licence agreements associated with any third party materials and software. All end user licences shall immediately expire upon termination of the Service or this Agreement, for any reason.
15.3 You agree that all copyrights, trademarks, patents, service marks, trade secrets, and all other intellectual property rights in our Service are, and shall remain the sole and exclusive property of 123pbx and its associates. There shall be no grant to transfer, assign or vest any intellectual property rights in, you. You shall only be entitled to the limited use of the rights as expressly granted to you in this Agreement.
15.4 You shall not take any actions to restrict, compromise, or interfere with the intellectual property rights, or 123pbx’s use or ownership of intellectual property rights.
15.5 You agree that any unauthorised use of intellectual property rights is a violation of this Agreement and applicable intellectual property laws.
16. Customer Support and Feedback
16.1 We agree to provide you with customer and technical support via telephone and email for the purpose of using our Service. We will use reasonable efforts to troubleshoot and resolve any problems reported by you, however, we do not guarantee or make any representations that 123pbx will be able to resolve any issues at their entirely. Other than, as stated in this clause, 123pbx has no obligation to offer additional customer or technical support, or offer solutions (e.g. fixes to software) to any further issues that may occur in your particular utilisation of the Service.
16.2 Occasionally, 123pbx may ask you to provide feedback, suggestions, send you surveys or customer satisfaction forms. You hereby grant 123pbx and its affiliates unlimited, worldwide, royalty free and perpetual license to use and amend all feedback, suggestions, comments, or other information provided to 123pbx.
17. Voice to Text and Text to Voice Limitations
17.1 The Service may provide a function that permits voicemails to be converted to text message and vice versa. You comprehend and agree that 123pbx’s voice to text (“VVT”) and text to voice (“TTV”) features may not precisely transcribe voicemails or articulate text messages, respectively. You are solely accountable for checking and verifying the original message and the accuracy of the converted message when using any VTT or TTV features. 123pbx expressly disclaims all legal responsibility with respect to the conversion of voicemails to text or vice versa.
17.2 You agree that 123pbx performs as a data processor and you perform as the data controller. As a data controller, you warrant that you are responsible for safeguarding personal data that is used with the VVT or VTT Service and is compliant with the Data Protection Act 1998 (“DPA”).
17.3 You agree to completely, finally, and forever discharge 123pbx and its affiliates from and against any indemnity or liabilities of any kind in relation to your use of VTT or TTV features when making use of the Services.
18.1 This Agreement, including written communications incorporated herein, forms the entire Agreement between you and 123pbx with respect to the Services provided and annuls all prior Agreements in such matters.
18.2 This Agreement and use of Service is governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts.
18.3 We may transfer or appoint this Agreement and its obligations at any time. You agree that you shall not transfer or attempt to appoint the obligations of this Agreement. This Agreement shall be mandatory upon legal representatives, the parties involved, the successors and granted appointees.
18.3 You agree that any violation of intellectual property rights included in this Agreement shall cause irreparable misuse of Service and 123pbx may take necessary legal proceedings to recover damages from you.
18.4 No clause in the Agreement shall be regarded or interpreted to constitute a partnership, joint venture, employment, agency or a financial connection between either party.
18.5 All policies, Agreements and documents provided by electronic means will be deemed as in all instances to be: (i) in “writing” and satisfy all legal requirements, whether lawful or contractual. (ii) enforceable as legal signed document or Agreement (iii) deemed as an “original” and certified document as part of regular documentation of the business.
18.6 The United Nations Convention on Contracts for the International Sale of Goods is not applicable to this Agreement or any other documents as part of our products or Services.
18.7 123pbx and its third party affiliates shall have all rights to enforce the terms of this Agreement. Any third party affiliates that are not party to the Rights of Third Parties Act 1999 shall have no rights to enforce the terms of the Agreement.