The Real PBX Limited – Terms of Service
- PLAN SUBSCRIPTION, ACCOUNT REGISTRATION & ACCOUNT SECURITY
A. Purchase of Plan Services
Pursuant to the terms of the Agreement, you are purchasing a subscription for the Plan Services set forth in Your Initial Order, and agreeing to use and pay for the same strictly in accordance with the Agreement for the entire period set out in the initial Order (the “Initial Term”). The Initial Term for all Plan Services will renew automatically for successive terms of the same length (each, a “Renewal Term”) without further action by or notice to You, unless You notify The Real PBX customer service of non-renewal at least seven (7) days before the end of the Initial Term or then-current Renewal Term.
You agree to be financially responsible for Your use of the Plan Services, including the authorized or unauthorized use of Your Account. To use the Plan Services, you must have properly configured and working Internet service or broadband connection as set forth in Section 4(C), below. The Real PBX does not provide any access to the Internet.
You represent and warrant that: (i) You possesses the legal right and capacity to enter into the Agreement with The Real PBX and to perform all of Your obligations thereunder; (ii) You are of legal age to enter into this Agreement; (iii) You have full power and authority to execute and deliver any agreement documents and to perform all of Your obligations thereunder; (v) if You accept on behalf of an organization, You are authorized to bind that organization, and references to “You” in the Agreement expressly includes, without limitation, the entity You represent; and (iv) You shall be bound by the Agreement.
Account Administrators. The End User(s) You designate as Account Administrator(s) of Your Plan Services will have rights to set or modify the settings or preferences of other End Users of Your Account, as well as place additional Orders for Services. You are responsible for all acts and omissions of Your Account Administrators, and any other End Users, including, without limitation, any changes or purchases such individuals may make to Your Account and Plan.
Account and End User Management. You agree to maintain sole and exclusive control over Your Account always and to ensure that all Account rights, permissions, and settings, and all Use and Usage, are effectively managed as necessary to prevent any unauthorized access to, use or Usage of, or transaction or activity through or relating to Your Plan, including, without limitation, by implementing the following measures and practices:
• i. Disabling international calling for all lines or extensions for which such calls are not needed or not authorized;
• ii. Restricting international calling destinations to those that are needed and authorized;
• iii. Blocking inbound calls from any caller IDs and area codes from which You do not wish for Users to receive calls and block inbound calls with no caller ID if appropriate;
• iv. Disabling attachment of facsimile images and voicemail audio files to message notification emails associated with Your Account and/or individual lines or numbers for which such functionality is not required and to the extent that such files may include sensitive or confidential content;
• v. Regularly monitoring, reviewing, and scrutinizing End User calling and other Account activity;
• vi. Promptly notifying The Real PBX of Account Security Incidents and providing all reasonable information and cooperation requested by The Real PBX in responding to any Account Security Incident; and
• vii. Implementing and training all End Users as to general security controls and practices, as necessary to ensure Your compliance with the Agreement (and section 3(C).
Equipment. All IP Desk Phones and/or equipment related to IP Desk Phones, including but not limited to, handsets, headsets, software installed on or related to those devices, and any other product directly related to IP devices, shall be provided by a third-party vendor. The terms and conditions that govern the use of any equipment, including but not limited to, purchases, warranties, returns, exchanges and claims, can be found at www.therealpbx.co.uk/legal These terms and conditions may be updated by the third-party vendor at any time with or without notice to You and You agree to comply with such terms and conditions always.
- Security Policy
Password Information Security. You agree that all Password Information that You or any End User controls shall, to the extent possible, consist of at least eight (8) characters and shall include at least one letter, one number, and one special character and exclude any generic or obvious content. You further agree to ensure that all such Password Information is: (i) immediately customized if it is default or set by another party; (ii) changed on at least a quarterly basis and not reused,; (iii) immediately changed in the event that You learn of, or suspect, that any Account Security Incident has occurred; (iv) not transmitted or stored in any unsecure manner (including, without limitation, through any auto-storage, caching, ’remember’, or auto-fill feature); (v) not shared with or made available to any party who does not possess the full right and authority to perform all acts that the Password Information allows to be performed; and (vi) protected from theft or unauthorized access, use, or disclosure with at least a reasonable degree of care and diligence.
End-Point Security. You agree to protect all End-Points using, at minimum, industry-standard security measures, including, without limitation: (i) effective passwords or other credentials; (ii) network segmentation and access restrictions utilizing an accurate and up-to-date access control list; (iii) session time-out and/or locking screen saver features; and (iv) use of an effective and up-to-date firewall for all networks to or through which any End-Point might connect. YOU ACKNOWLEDGE AND AGREE THAT THESE REQUIREMENTS APPLY TO IP DESK PHONES, WHICH UTILISE THE SAME CONNECTIVITY – AND ARE SUBJECT TO THE SAME SECURITY RISKS – AS COMPUTERS.
Update of Security Features. You acknowledge that some security features specific to particular Plan Services may require activation or installation of software or firmware updates, or software may be de-activated or uninstalled. You agree to ensure the activation and use of all features that are necessary or appropriate to protect the Accounts, Users, or Your organization’s assets and operations and to promptly install all updates to Plan Services, including related software and hardware. Without limiting the foregoing, You acknowledge and agree that The Real PBX may, from time to time, push software and/or firmware updates and patches directly to your device(s) for installation, and you agree not to take any action or fail to take any action which would prevent The Real PBX from doing so.
3. SERVICE REQUIREMENTS AND LIMITATIONS
A. Caller ID Display Limitations and Compliance
You acknowledge and agree that the disclosure and/or display of information related to the origination of calls, messages, and other communications (including without limitation ‘Caller ID’ information) may be subject to legal requirements including, without limitation those related to the accurate display of such information or the enforcement of certain privacy instructions, settings, etc. You agree to comply with all such applicable Laws. Any third party caller Id has to be verified and purchased from The Real PBX.The Real PBX has no obligation to disclose, display, or transmit any such information for or in connection with any User Communication. Any phone number purchased from The Real PBX should not be used as outbound Caller ID without prior permission from The Real PBX.
B. IP Network Sufficiency
You acknowledge and agree that: (i) the Plan Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection; (ii) use of the Plan Services with any lesser network, services, or connection may result in partial or complete unavailability, interruption, or under-performance of the Plan Services or other services utilizing the same network, services, or connection; and (iii) 3G or 4G networks are not recommended for use with the Plan Services. (iv) If SIP services are blocked from ISP then The Real PBX will not be liable. Accordingly, you agree to provide and maintain, at Your cost, an IP network, services, and connection meeting the foregoing standards and all equipment necessary for the Plan Services to connect to and use such network, services, and connection. The Real PBX is not liable for any unavailability, interruption, or under-performance of the Plan Services related to your IP network or connection.
IMPORTANT INFORMATION. If Your IP network or connection fails, Your voice service will also fail. Your service may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of The Real PBX’s control.
C. Use of Third Party Devices
The Real PBX does not guarantee or make any representation or warranty that any third-party IP telephone or other device will work, or be compatible, with the Plan Services or support the Plan Services’ full performance or quality of service potential or range of features and functionalities.
D. Use of Mobile Application
Any third party Mobile Application can be configured to make or receive calls on Your 3G or 4G network using Your data service, and may result in additional data usage fees from Your mobile service provider. You can disable 3G/4G calling by configuring the Mobile Application to make/receive calls only over a wi-fi connection. Configuring the Mobile Application to disable VoIP calling will result in The Real PBX making/receiving calls using Your voice connection from Your mobile service provider; this may result in additional voice minute usage fees from Your mobile service provider.
4. NUMBER POLICIES
A. Number Availability
The Real PBX may make available telephone and/or facsimile numbers for Your selection and assignment to Account(s). You acknowledge and agree that a The Real PBX Party’s listing of a number may be erroneous and does not constitute a representation or guarantee that such number is available for such assignment, and that the The Real PBX Parties shall be authorized to remove such number from an Account in the event that it is not available.
B. Number Publication
Neither You nor any End User may publicize, list, or communicate any number that you believe to be assigned to Your Plan Services or Account, or purchase or invest in any materials or media reflecting any such number unless and until You have verified that such number is active and functioning as desired, including, without limitation, by test calling such number from a non-The Real PBX service plan and verifying that the fees and charges that will be incurred in connection with Use of such number are acceptable to You. You agree to hold harmless all The Real PBX Parties arising from or related to Your or any End User’s violation of the immediately preceding sentence.
C. Number Porting Policy
The Real PBX will use reasonable commercial endeavors to facilitate number transfers or port requests for You, provided it is reasonably practicable to do so and that You comply with the necessary and specific procedures for porting between service providers. You acknowledge and accept that number porting depends on the co-operation of third parties outside of The Real PBX’s control. Accordingly, You agree that The Real PBX will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.
All number porting shall be undertaken in accordance with The Real PBX’s Number Porting Policy, as the same may be updated from time to time, and which is available here (which is incorporated into, and forms part of, the Agreement).
5. CHARGES AND PLAN CREDITS
Please note that all prices, Taxes, surcharges, and fees are subject to change at any time. You are responsible for paying all charges for Your Account, including but not limited to (and by way of non-exhaustive examples only) free-phone, local, long distance and international minutes, additional feature charges, operator assisted charges, and directory assistance charges, and for all Taxes, surcharges, and fees imposed on You or The Real PBX because of Your use of the Plan Services. If You have a past due balance on previous or multiple accounts, then You will be charged the full balance upon opening a new account or updating Your credit card information on file. The Real PBX also reserves the right to charge termination and transfer fees consistent with, as provided in, the Agreement.
A. Plan Credits and Minutes
Some Plans provide for a fixed number of monthly usage minutes (“Plan Credits”). If You exceed Your Monthly Plan Credits during the course of a month, You may purchase additional Plan Credits as needed. The Real PBX may also provide You with certain bonus credit minutes and/or other promotional incentives (e.g., ‘tell-a-friend’ credits) upon fulfilment of the applicable promotion requirements. As explained below, international calling may be charged at a different rate than domestic calling, and a Plan Credit ‘minute’ therefore will not entitle You to a minute of international calling (“International Minutes”).
B. Service Availability
You acknowledge and agree that the products and Services provided by The Real PBX may not be available one hundred percent (100%) of the time. Credit allowances for interruption of the Plan Services may only be provided on a case-by-case basis at the sole discretion of The Real PBX and shall be Your sole remedy for any Plan Services interruptions or other issues with the Plan Services.
C. Metered Calling Plans
The Real PBX offers several monthly metered Plans for some of its products and services. Each metered calling Plan provides You with a free phone or local telephone number and a fixed number of Plan Credits each month for a monthly fee, excluding Taxes, surcharges, and fees. When You exhaust Your initial paid allotment of Plan Credits for Your Metered Plan then, unless You advise The Real PBX otherwise in writing, The Real PBX will automatically bill Your Account for the smallest available bundle of Plan Credits for the applicable Service. Additional minute usage will be debited at the applicable per minute rate(s) for Your Metered Plan. However, in some limited instances, calls placed under a metered Plan may not be counted against Your monthly allotment (e.g., calls made via a local phone number to leave or check voicemail or configure a system and calls answered on a Softphone). Please check the details of Your Metered Plan to determine which calls (if any) are not counted against Your monthly minute allotment. For international calling, international rates will apply.
D. Unlimited Plan
The Real PBX offers unlimited monthly Plans for some of its products and Services. An unlimited Plan provides You with a local or free phone telephone number and is subject to the terms and restrictions of the Agreement. If, for any reason, The Real PBX believes that Your usage of the unlimited Plan and Services violates the Agreement, then The Real PBX may, in its sole discretion with or without notice, either terminate Your Unlimited Plan or immediately convert Your Unlimited Plan to a metered Plan, as described above. The unlimited plans have a Fair usage limit of 2500 minutes per month/extension. Any usage above the same may be considered excessive and may incur respective action.
E. Value, Ownership, and Expiration of Credits or Minutes
In no event shall any entitlement to free phone minutes, International Minutes, Billing Credit, Plan Credit, or any other type of credit or minute issued to You or applied to an Account (collectively “Account Credits”) have any monetary value or be exchangeable or exchanged for cash. Account Credits may be applied only to the Account for which they were purchased and/or provided, and may not be sold, transferred, assigned, or applied to any other Account, Plan, or customer. Credited free phone minutes not applied to Usage on the applicable Account during the monthly billing cycle for which they are credited shall expire at the end of such cycle and shall in no event be available for application to Usage occurring during any other period. Other Account Credits shall expire according to the terms of their purchase or provision.
From time to time in its sole discretion, The Real PBX may offer promotions or discounts. Any promotion or discount codes must be provided to The Real PBX upon purchase of the Plan Services. You are not entitled to a subsequent credit for any promotions or discounts if You do not request the promotion or discount credit at the time of Account creation or change of Plan. Promotions and/or discounts may not be used cumulatively or retroactively.
6. BILLING AND PAYMENT
A. Plan Services Fees
The initial Order sets forth the base recurring Plan Fees for the Plan Services and the number of minutes of inbound Usage of any free phone number(s) assigned to an Account, if any, that are included in the Plan Fees for each monthly billing cycle. Any applicable initiation charges, Usage, monthly recurring charges, support charges, Taxes, and other fees are billed in full in advance. Termination fees, international minutes, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused Account Credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused Account Credits.
- Taxes and Fees
All fees for Services advertised or otherwise listed on the Website are exclusive of any Taxes. You agree to pay all Taxes and similar liabilities that may now or hereafter be levied on the Plan Services and related software or hardware by any Law, as well as any administrative and recovery fees and charges levied on the Plan Services by The Real PBX, whether mandated by Law. Should The Real PBX pay or be required to pay such liabilities (including any Taxes that were due but not charged or previously collected), You agree that The Real PBX may charge Your credit card on file or invoice You, as applicable, for such payments upon receipt of an invoice and showing of indebtedness to The Real PBX.
- Billing for Mid-Year or Mid-Month Transactions
If any purchase, transaction, or event involving or resulting in an annually-incurred or monthly-incurred Plan Fee occurs subsequent to the beginning of an applicable billing cycle, The Real PBX may at that time bill You a pro-rated amount for the remainder of the then-current cycle and thereafter bill You conterminously with each subsequent cycle.
- Late Fees
You agree and acknowledge that time is of the essence for payment of all fees and charges. Any fees or charges not paid when due shall incur interest at a rate of the lesser of: (i) the rate provided for pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; or (ii) the highest rate allowed by Law. The Real PBX’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly)) shall not waive, limit, or prejudice in any way The Real PBX’s rights to collect any amount due. The Real PBX may terminate the Plan Services and the Agreement for non-payment if any fees or charges are not paid within seven (7) days of the due date.
- Form of Payment
All fees and charges are payable to The Real PBX by cheque, credit or debit card, or direct debit. When You subscribe to Plan Services, You will provide us with a payment method, such as a valid credit card or direct debit information for invoicing (if You are pre-approved by The Real PBX in its sole discretion to be billed via invoice) and, if applicable, authorize The Real PBX to collect from the payment method provided. Any authorization to charge a provided credit card or direct debit will remain valid until seven (7) days after You withdraw the authorization, or immediately upon provision of a replacement valid credit card or direct debit information. Upon termination of the Agreement, The Real PBX will charge You any fees and any other outstanding charges and disconnect Your Plan Services. You agree to advise and notify us of any changes to Your payment method, such as credit card or debit card account number or expiration date changes. If the credit card, direct debit or other payment method on Your Account is declined or fails for any reason, The Real PBX will use reasonable efforts to contact You and advise You of the failed billing attempts.
Notwithstanding the foregoing, The Real PBX reserves the right to disconnect Your Plan Services and terminate Your Account if Your payment method is declined or fails for any reason, or if You withdraw authorization to charge a valid credit and do not provide an alternative payment method, and The Real PBX reserves the right to continue to attempt charging Your credit card for any outstanding charges and additional fees and pursue any other legal remedies available to The Real PBX.
- Disputed Amounts
You will waive the right to dispute any billed amount if You do not dispute such amount within seven (7) days of the date of its billing. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby irrevocably waive any objection and further recourse with regard to such charges. If You timely dispute a billed amount and The Real PBX confirms that You were over-billed, The Real PBX shall credit the applicable Account in the amount of the over-billing (“Billing Credits”). Billing Credits shall be The Real PBX’s sole and exclusive obligation and Your sole and exclusive remedy with respect to any erroneous billing.
Notwithstanding the foregoing, if You request Your bank or credit card company to perform a chargeback or to decline to process a cheque without first contacting The Real PBX to dispute the charge, and The Real PBX subsequently determines that the charges at issue are not erroneous, The Real PBX reserves the right to terminate Your Account immediately and take any available legal action.
You are solely liable for any transactions or usage on Your Account, whether by You, any End User, or any other user of Your Plan Services, and in no event, shall The Real PBX be liable for any unauthorized use of Your Account. You will be liable for penalty fee of £ 100.00 at the time of chargeback.
- USE POLICIES
A. HIGH RISK USAGE POLICY
YOU ACKNOWLEDGE THAT THE PLAN SERVICES ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE FOR ANY HIGH-RISK OR FAIL-SAFE PURPOSE OR ACTIVITY OR IN ANY ENVIRONMENT WHERE FAILURE, INTERRUPTION, MALFUNCTION, ERROR, OR UNAVAILABILITY COULD RESULT IN SUBSTANTIAL LIABILITY OR DAMAGES, PHYSICAL HARM OR PERSONAL INJURY, DEATH OR DISMEMBERMENT, OR PROPERTY OR ENVIRONMENTAL DAMAGE. YOU REPRESENT AND WARRANT THAT YOU AND YOUR END USERS WILL NOT USE THE PLAN SERVICES FOR ANY SUCH PURPOSE OR ACTIVITY OR IN ANY SUCH ENVIRONMENT.
B. ACCEPTABLE USAGE POLICY
YOU SHALL NOT USE THE PLAN SERVICES FOR ANY ILLEGAL, FRAUDULENT, IMPROPER, OR ABUSIVE PURPOSE OR IN ANY WAY THAT INTERFERES WITH THE REAL PBX’S ABILITY TO PROVIDE HIGH QUALITY SERVICES TO OTHER CUSTOMERS, PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICES, OR DAMAGES ANY THE REAL PBX’S OR OTHER CUSTOMERS’ PROPERTY.
If The Real PBX discovers or suspects that You are using the Plan Services for anything other than the permitted uses set out in the Agreement or for any of the prohibited uses set out in the Agreement, The Real PBX may, at its sole discretion, terminate Your Plan Services and charge You any applicable fees for the Plan Services used plus damages caused by Your improper use.
Neither You nor any User may use or allow use of the Plan Services in any of the following ways:
• Illegal or inappropriate behavior. Using the Plan Services in any manner that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
• Spamming. Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (‘spamming’), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes without the consent of the recipient.
• Blasting. Intentionally engaging in blasting or broadcasting bulk communications, advertisements, or messages (e.g., sending hundreds of messages simultaneously), including without limitation through email, voicemail, SMS, facsimile, or internet facsimile.
• Harvesting information. Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
• Auto-dialing. Performing auto-dialing or ‘predictive’ dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls) in violation of applicable Law, or in an excessive or otherwise abusive manner (as The Real PBX may determine in its discretion).
• Transmitting viruses. Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
• ID spoofing. Creating a false Caller ID identity (‘ID spoofing’) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Plan Services.
• Infringement of rights. Transmitting any material that may infringe, misappropriate, or otherwise violate the Intellectual Property rights, rights of privacy, personality, or publicity or other rights of third parties.
• Illegal communications. Transmitting any communication that would violate any applicable Law, including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the “Privacy Regulations”).
• Excessive usage. Utilizing the Plan Services in excess of what, in The Real PBX’s reasonable discretion, would be expected of normal business use, including, without limitation, allowing more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user.
• Interfering with another customer’s use of the Plan Services. Using the Plan Services in any way that interferes with, disrupts, prevents or restricts other customers’ and third parties’ use and enjoyment of the Services.
• Network Interference. Interfering with, or disrupting, networks or systems connected to the Plan Services.
• Avoiding compliance. Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid compliance with the Agreement.
• Granting rights to third parties with respect to the Plan Services. Selling; reselling; distributing; leasing; exporting; importing; or otherwise granting or purporting to grant rights to third parties with respect to the Plan Services, and any software or hardware used in conjunction with the Plan Services or any part thereof without The Real PBX’s prior written consent.
• Unauthorized usage. Undertaking, directing, attempting, causing, permitting, or authorizing the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Plan Services or any software and hardware used in conjunction with the Plan Services, or part thereof.
• Circumvention of security measures. Defeating, disabling, or circumventing any protection mechanism related to the Plan Services.
• Interception. Intercepting, capturing, sniffing, monitoring, modifying, emulating, decrypting, or redirecting any communication or data used by The Real PBX for any purpose, including, without limitation, by causing any product to connect to any computer server or other device not authorized by The Real PBX or in any manner not authorized in advance in writing by The Real PBX.
• Unauthorized repair. Allowing any service provider or other third party – with the sole exception of The Real PBX’s authorized maintenance providers acting with The Real PBX’s express, prior authorization – to use or execute any software commands that facilitate the maintenance or repair of any software or hardware used in conjunction with the Plan Services.
• Unauthorized Access. Gaining access to or using (or attempting to gain access or use) any device, system, network, account, or plan in any unauthorized manner (including without limitation through password mining).
• Trunking. Engaging in or to allowing trunking or forwarding of Your The Real PBX telephone or facsimile number to (an)other number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
• Using any The Real PBX Mark without consent. Displaying or using any The Real PBX Mark in any manner in violation of the applicable The Real PBX Party’s then-current policies on its trade mark and logo usage or without the applicable The Real PBX Party’s express, prior written permission, to be granted or denied in that The Real PBX Party’s sole discretion.
• Using any Third Party Mark without consent. Displaying or using any Third Party Mark without the prior, written consent of the third party that owns the Third Party Mark.
• Sensitive Data. Using the Plan Services to store transmit, receive, process, create, or maintain sensitive personal information.
C. Report Abuse Policy
In case of any kind of abusive experience (eg: phishing, e-mail spamming, id spoofing, hacking etc.) you can reach us at firstname.lastname@example.org
The Real PBX is DMCA protected and certified. Any kind of abusive activity if traced related to our website will be dealt with strict action.
A breach of obligations in this Section constitutes a material breach of the Agreement, such that The Real PBX may suspend service, terminate the Agreement immediately, or take any other action The Real PBX deems necessary to enforce the terms of this Section.
Legal Compliance. You represent and warrant that all use and usage of Your Account(s), and the Plan Services will at all times comply with all applicable Laws, including without limitation the Privacy Regulations, and all Laws relating to unsolicited communication provisions or lists including the faxing; telemarketing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States, United Kingdom, the European Union, or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.
D. Unsolicited Advertisements and Legal Compliance
Certain communications practices – including without limitation the placing of unsolicited calls; the sending of unsolicited facsimile, internet facsimile, SMS, and/or other messages; and the use of certain automated telephone equipment to place certain calls – is regulated by the Privacy Regulations and other Laws. You agree, covenant, and warrant that:
• (i) You are the creator of the content of, and are solely responsible for determining the destination(s) and recipient(s) of, all outbound User Communications;
• (ii) all content, communications, files, information, data, and other content provided for transmission through Your Account, or the Plan Services will be provided solely for lawful purposes, and in no event shall any User Communication or any content thereof be in violation of the Privacy Regulations or any other Law; and
• (iii) no unsolicited advertisements, solicitations, marketing or promotional materials, or commercial messages or content will be transmitted or distributed in the form of facsimiles or internet facsimiles through the Plan Services.
At The Real PBX’s sole option and without further notice, The Real PBX may use technologies and procedures, including without limitation, filters that may block or terminate such unsolicited advertisements without delivering them.
You agree to indemnify and hold harmless The Real PBX, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising: (i) out of Your violation or alleged violation of Privacy Regulations and other Laws; or (ii) otherwise related to any voicemail, text, and/or fax spam, solicitations, or commercial messages that You may send and/or receive using the Plan Services.
E. Export Restrictions
You acknowledge and agree that the software and/or hardware used in conjunction with the Plan Services may be subject to Laws governing the export, re-export, and/or transfer of software by physical or electronic means. You agree, represent, covenant, and warrant that: (i) neither You nor any End User (nor any entity or person that controls You or any End User): (a) is located in an Embargoed Area or listed on any Export Control List; or (b) will export or re-export any The Real PBX software or hardware into any Embargoed Area or to any person, entity, or organization on any Export Control List, or to any person, entity, or organization subject to economic sanctions due to ownership or control by any such person, entity, or organization, without prior authorization by license, license exception, or license exemption ;and (ii) the Plan Services and The Real PBX software and/or hardware will not be Used or accessed from any Embargoed Area.
F. Recording Conversations or Calls
Certain features of the Plan Services may allow You or Users to record calls or other communications. You are required to obtain consent from all parties to record a telephone call. Your use of this call recording feature is governed by Law. By using the The Real PBX call recording feature, You are required and agree to maintain compliance with all Laws. You understand and agree that You are solely liable for compliance with such Laws and under no circumstances shall The Real PBX be responsible or held liable for such compliance. You understand that breach of such Laws may result in both criminal and civil sanctions against You. You agree to inform all Users of Your Account that their calls may be recorded and that they are obligated to comply with all Laws relating to their use of the call recording feature.
The Real PBX expressly disclaims all liability with respect to Your recording of telephone conversations.
A. Monthly Plan Customers
For monthly Plan customers, You may cancel or terminate Your use of the Plan Services with or without cause at any time by calling customer service at +442080680552, subject to the restrictions and fees provided in the Agreement, and any additional agreements governing the products or Services.
- Annual Plan Customers
For annual Plan customers, You are purchasing the Plan Service for the full length of the applicable Term. You have seven (7) days from the date of purchase for a pro-rated refund. After seven (7) days, if You terminate the Plan Services prior to the end of the Term, subject to applicable Law, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, Taxes, and fees, including any applicable disconnection fee. In addition, You will not be entitled to a refund for any unused portion of prepaid Term charges.
You understand and agree that The Real PBX may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Plan Services if:
• The Real PBX determines or reasonably suspects that You have materially breached the Agreement;
• The Real PBX determines that You have created or caused to be created multiple free accounts;
• The Real PBX determines that You have used a fraudulent credit card or direct debit information to pay for Plan Fees on Your Account;
• The Real PBX determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives;
• You did not or will not reasonably comply or cooperate with any applicable Law, or The Real PBX is made aware of allegations of the same;
• The Real PBX is ordered by law enforcement or other government agencies to suspend or terminate the Plan Services to Your Account;
• You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against The Real PBX;
• You file a petition in bankruptcy or insolvency, or if a petition in bankruptcy or insolvency, is filed against You and such petition is not dismissed within seven (7) days after the effective filing date thereof, or a trustee or receiver is appointed over any of Your relevant property;
• The Real PBX determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect The Real PBX, its customers, or other third parties affiliated with The Real PBX; or for any other good cause;
• You violate applicable Law or any of the Use Policies located at Section 8 of these TOS; or
• As otherwise contemplated by the Agreement.
Upon any termination or suspension of Your Account, The Real PBX may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information or the Plan Services.
The Real PBX shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Plan Services.
If You or The Real PBX terminate or suspend Your right to use the Services, You shall not be entitled to any refund or pro ration of any pre-paid amounts, Account Credits, or other amounts paid to The Real PBX prior to the termination or suspension date.
A. Service Changes
You understand and agree that The Real PBX may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to You. In the event that a change to the Services would, in The Real PBX’s reasonable discretion and judgment, permanently and materially diminish or impair the functionality of the Services (a “Change”), and such Change is unacceptable to You, You may terminate the Services without penalty within seven (7) days of becoming aware of the Change by calling The Real PBX at +442080680552. Any use of the Services after such date will be deemed Your acceptance of the Change.
B. Future Changes to these TOS
The Real PBX may change the terms of these TOS from time to time upon delivery of electronic or written notices to You. The Real PBX generally provides written notice of changes to Your Account, including these TOS and any other legal agreements, via email, electronic notice on the Website or Your Admin Portal, or on Your billing statements, or as otherwise required by applicable Law. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from The Real PBX fully regarding any such notices of changes to Your Account.
Subject to applicable Law, the modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of these TOS and become binding on You on the later of the date they are posted on the Website or as otherwise indicated in the notice to You. You agree that You are solely responsible for: (i) making sure that Your registered email account is current and functional; (ii) checking Your registered email account regularly; (iii) checking the Website and the Admin Portal regularly; and (iv) making sure that The Real PBX communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason. Continued use of the Plan Services will constitute Your acceptance of the modified terms. If the terms of these TOS are amended and You do not wish to accept the modified terms, You may terminate these TOS pursuant to, and in accordance with Section 9.
C. Promotional Services
You acknowledge and agree that in the event that The Real PBX offers or provides You discounts or promotional services for Your Plan Services or an Account, The Real PBX may terminate or modify the scope of such promotional services at any time without notice, unless The Real PBX specifically agrees otherwise in writing in connection with its provision of the discounts or promotional services
10. WARRANTY DISCLAIMER
The Real PBX warrants that it shall provide the Plan Services with reasonable skill and care, within a reasonable time and substantially as described in this Agreement. To the extent permitted by law, the Plan Services are provided “as is” and “as available,” and The Real PBX makes no promises or warranties, express or implied in relation to the Plan Services. Specifically and without limiting the foregoing in any way, The Real PBX disclaims any warranty: (i) that any product or service will meet any particular requirements; (ii) that any product or service will be uninterrupted, timely, secure, error-free, or that any defects in any product or service will be corrected; or (iii) relating to the accuracy or reliability of the results obtained through use of your Plan Services, any Account, or any product or any user communications, data, information, or content downloaded or otherwise obtained or acquired through the use of any of the foregoing. The parties agree, and it is their intention, that in no event shall any warranty provided by Law apply unless required to apply by applicable statute notwithstanding their exclusion by contract. Without limiting the foregoing, You acknowledge and accept that certain Plan Services require You to have a stable, reliable and high-quality Internet connection at all times and The Real PBX will not be liable for Your inability to properly access or use the Plan Services resulting from no or poor Internet connectivity.
Some jurisdictions do not permit the disclaimer of certain implied warranties, so certain of the foregoing disclaimers may not apply to You. To the extent that The Real PBX cannot disclaim any such warranty as a matter of applicable Law, the scope and duration of such warranty will be the minimum permitted under such Law.
In its marketing, advertising, offering, and sale of the Plan Services, The Real PBX attempts to describe the Plan Services as accurately as possible. Nevertheless, fully permitted by Law, The Real PBX does not warrant that any such information about Plan Services, including related software and hardware, is accurate, complete, reliable, current, or error-free. It is possible that such may be inaccurate or out-of-date, such as listing erroneous or out-of-date pricing information or referring to services that are no longer available. Such information is provided only for customers’ convenience and is not part of these TOS or any other agreement with The Real PBX.
11. LIMITATION OF LIABILITY
A. Consequential Damages
In no event shall The Real PBX be liable to You or any third party for loss of use, data, equipment, products, business opportunities, or profits; or special, exemplary, indirect, incidental, consequential, reputational, or punitive damages of any kind, however caused and whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if The Real PBX has been informed in advance of the possibility of, or could have foreseen, such costs, losses, or damages.
B. Direct Damages Cap
EXCEPT AS SET FORTH BELOW, THE REAL PBX’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE PLAN FEES PAID HEREUNDER DURING THE CALENDAR YEAR IMMEDIATELY PRIOR TO THE YEAR OF THE EVENT(S) GIVING RISE TO THE LIABILITY.
C. Scope and Exceptions
The limitations and exclusions set forth in the Agreement:
• I. Shall not disclaim, limit or exclude, liability for death or personal injury caused by a party’s negligence or the negligence of a party’s employees or agents, or for fraudulent misrepresentation;
• II. Shall apply to the fullest extent permitted by Law;
• III. Shall not disclaim, limit, or cap Your obligation to pay any fees or charges or other amount owed to The Real PBX or any damages to which The Real PBX is entitled under applicable Law for infringement of Intellectual Property;
• IV. Reflect the allocation of risk between the parties; and
• V. Shall survive termination or expiration of the Plan Services and apply in any and all circumstances, including without limitation in the event of any failure of the essential purpose of any limited warranty provided herein.
Some jurisdictions do not allow certain limitations of liability, so certain of the foregoing limitations may not apply to you.
To the maximum extent permitted by applicable Law, You shall indemnify and hold harmless, individually and collectively, The Real PBX, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Plan Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable legal fees and dispute resolution expenses) arising from or related to: (i) the use of or reliance upon the Plan Services by You or any third party acting with Your permission, knowledge, authority or direction; (ii) a breach of the Agreement by You, or any End User; (iii) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction; (iv) the use of the Plan Services in connection with a violation of any Law; or (v) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, Intellectual Property rights, rights of privacy, and rights of publicity and personality.
13. DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement between You and The Real PBX or any The Real PBX Affiliate (“Dispute”), You and The Real PBX shall first use reasonable efforts to settle the dispute, claim, question, or disagreement. To this end, You and an authorized member of The Real PBX’s legal department (or other representative of The Real PBX designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor The Real PBX shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations. In the event of any loss incurred by You, The Real PBX will not be responsible in any regard.
14. SUPPORT AND FEEDBACK
The Real PBX provides customer and technical support to You via telephone and e-mail for the Services. The Real PBX will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that The Real PBX will be able to fully resolve any such issues. Except as provided in this Section, The Real PBX has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in Your use of the Services.
From time to time, The Real PBX may send You surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant The Real PBX, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty-free license to use all feedback, answers, ideas, comments, or other information You provide to The Real PBX.
15. PRIVACY AND DATA
A. Passive Conduit Role
You acknowledge and agree that: (i) The Real PBX’s role with respect to personal data You or Your End Users transmit, receive, and/or store through the Services or the individuals and third parties, if any, whom You or Your End Users contact through the Services and the content thereof (“Client Personal Data”) shall be that of a passive conduit; and (ii) any storage of such Client Personal Data and/or Account Data by or on behalf of The Real PBX shall be performed merely as a convenience to You and as a complement to and incidental to The Real PBX’s core data transmission function.
B. Disclaimer of Data Storage Responsibilities
You acknowledge and agree that: (i) The Real PBX and its Affiliates shall have no obligation to store, retain, back-up, or ensure the availability of any stored Client Personal Data and/or Account Data; (ii) to the extent that You wish to retain any Account Data or other information relating to Your Plan, an Account, or the use thereof, You shall ensure that such information is downloaded, saved, and/or backed-up outside of Your Account, as necessary or appropriate for Your and/or the End-Users’ purposes; (iii) You shall not rely on Your Plan or Account as a repository for or means by which to retain, store, or back-up Account Data or any other data, information, or materials; (iv) The Real PBX may delete or purge any and all copies and versions of any stored Client Personal Data and/or Account Data or other data at any time, without notice, including without limitation after You delete any such information from an Account or after termination of this Agreement or closure of an Account; and (v) The Real PBX may, in its sole discretion and option and without notice, implement reasonable limits as to the size or duration of storage of Account Data.
C. Access to Account Data
You and Your End Users can obtain Account Data and any stored Client Personal Data with Your registered mail Id or login credentials in the relevant The Real PBX Administrative portal, subject always to The Real PBX’s obligations under this Agreement and applicable Law.
D. Record / Information Gathering and Production
You acknowledge and agree that the Plan Services do not include the performance of any of the following tasks or work by The Real PBX, and in no event shall The Real PBX be obligated under this Agreement to perform any of the following tasks or work: (i) the investigation, access, correction, alteration, gathering, compilation, review, verification, or production of any Account Data, Client Personal Data, or any other records, documents, information, or evidence related to You or Your Plan Services or transmitted, received, or stored through an Account; (ii) the provision of legal or other advice; or (iii) the provision of assistance, cooperation, or information beyond that which is directly and specifically related to The Real PBX’s fulfilment of its obligations under this Agreement or pursuant to applicable Law. Without limiting the foregoing, except as provided in this Agreement or required by Law, The Real PBX is not obligated to: (i) determine, prove, or disprove any fact or claim; (ii) pursue or defend against any claim, allegation, action, lawsuit, demand, or proceeding; (iii) substantiate any party’s compliance with any Law or legal process; (iv) respond to or comply with any request or demand; (v) identify any party; or (vi) conduct any surveillance.
E. Export of Account Data
You acknowledge and agree that any Account Data, stored Client Personal Data, or other information or materials that you export will not be under The Real PBX’s control and will not be subject to or protected by The Real PBX’s security controls. You and/or Your End Users shall comply with all applicable Law relating to the use, disclosure, access, or export of data from your Account or use of the Plan Services.
You hereby release, discharge, and hold harmless The Real PBX from and against all liability relating to or arising from its acts or omissions.
16. LICENCE & RESTRICTIONS
A. Limited Licence
Subject to, and conditional upon Your compliance with, the Agreement, The Real PBX grants to You and Your End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resalable license to use the software and hardware provided in conjunction with the Plan Services during the Term in strict accordance with the Agreement and solely for Your own internal business use. All license rights granted herein or about any software or hardware shall immediately terminate upon termination or expiry of the Term. You acknowledge that misuse of The Real PBX software or hardware may violate third party Intellectual Property in the software and/or hardware provided in conjunction with the Plan Services.
B. The Real PBX’s Intellectual Property Rights
You agree that all rights, title and interest in and to all Intellectual Property in the Services, Applications, Website and any software or hardware used in conjunction with the foregoing, and any marketing materials or other documentation provided about the Services are owned exclusively by The Real PBX, its Affiliates or their licensors. Except as expressly provided herein, the limited license granted to You under the Agreement does not convey any ownership or other rights, express or implied, in the Services, Applications, Website or any marketing materials or other documentation provided about the Services, or in any Intellectual Property. All rights not expressly granted herein are reserved and retained by the The Real PBX Parties and their licensors, and no Intellectual Property or other rights or licenses are granted, transferred, or assigned to You, any End User, or any other party by implication, estoppel, or otherwise.
C. Use and Disclosure of Intellectual Property
You represent, warrant, covenant and agree that You shall not disclose or use any of the Intellectual Property in the Services, Applications, Website, any software or hardware used in conjunction with the Services, or any marketing materials for any purpose following termination of the Plan Services or the limited license granted under the Agreement.
D. New Versions of the Software
The Real PBX, in its sole discretion, reserves the right to add, remove, or modify features or functions, and to provide fixes, updates and upgrades to the Plan Services without notification to You. You acknowledge and agree that The Real PBX has no obligation to make available to You any subsequent versions of the Plan Services; provided, however, The Real PBX shall make available to You any such features, functions, fixes, updates and upgrades and subsequent versions of the Plan Services that The Real PBX makes generally available at no additional charge to customers who subscribe to the same edition of the Plan Services purchased by You. In addition, You and The Real PBX acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Plan Services and that The Real PBX is solely responsible for the provision of maintenance and support as provided in these TOS and to the extent such maintenance and support is required under applicable Law.
E. Publicity Rights
You agree that The Real PBX may identify You as a user of the Services in its business deals, press releases, marketing materials, electronic, printed, and broadcast advertising, newsletters, mailings, tradeshows, other promotional materials, on the Website, or any other third-party website where The Real PBX or its designated agents may promote the Services; accordingly, You hereby grant The Real PBX and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free licence (with right to sublicense) to use, reproduce, publish, and display Your name, trade marks, service marks, designs, logos, and symbols in connection with such purpose.
17. INTELLECTUAL PROPERTY INFRINGEMENT
A. No Obligation to Monitor
Materials may be made available via the Plan Services by third parties not within The Real PBX’s control. The Real PBX is under no obligation to, and does not, review content transmitted, sent, or received using Plan Services for purposes of determining Intellectual Property infringement. Notwithstanding the foregoing, The Real PBX reserves the right to terminate access to the Plan Services if a user infringes third party Intellectual Property rights, and will, in appropriate circumstances, terminate access to the Plan Services if The Real PBX determines that a user is a repeat infringer.
B. Takedown Requests
Upon good faith belief that copyrighted content transmitted via The Real PBX is infringed, the copyright owner or its agent may send The Real PBX a notice requesting removal of the infringing content or blocking access to it. Also, the party against whom a notice of copyright infringement has been filed may submit a counter-notice. Notices and counter-notices may be sent to The Real PBX’s registered copyright agent at the following postal address or optionally our email address:
415 High Street,
13 Freeland Park,
Poole, Dorset, BH16 6FA
The notice must include: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the copyrighted work that is claimed to have been infringed upon; (iii) information reasonably sufficient to permit The Real PBX to locate the copyrighted work; (iv) address, telephone number, and e-mail address of the owner of the copyrighted work; (v) a statement by the owner of the copyrighted work or its agent asserting good-faith belief that the use in question is not authorized by the copyright owner, its agent, or the Law; and (vi) a statement by the owner of the copyrighted work or its agent that the foregoing information in the notice is accurate and affirming ownership of the copyright or authorized to act on the copyright owner’s behalf.
Any notice or counter-notice must be truthful, complete and accurate. A false notice or counter-notice may give rise to personal liability. Parties should seek the advice of legal counsel before submitting a notice or counter-notice. Upon receipt of the notice, The Real PBX may make a good faith attempt to transmit the notice to the party who has transmitted or received the allegedly infringing copyrighted work, and to transmit any counter-notification to the complaining party. The Real PBX may, at its sole discretion, suspend, terminate, or disconnect access to, and use of, the Plan Services or an Account if it is deemed that such party has engaged in more than one instance of copyright infringement.
A. Relationship of the Parties
The parties’ relationship under the Agreement is that of independent contractors. Nothing in the Agreement shall constitute or create any employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties. Neither party shall have the authority to bind or obligate the other party in any way.
Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at The Real PBX’s option, three (3) days following the date sent by post postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying The Real PBX of any changes in Your contact information or address through Your Account settings page or by contacting customer service at +442080680552.
Written notice to The Real PBX shall be effective when directed to The Real PBX’s Legal Department and received at The Real PBX’s then-current address as posted on the Website. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to The Real PBX must be made in writing.
C. Force Majeure
Excluding either party’s payment obligations under the Agreement, neither party shall be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that party’s reasonable control, including without limitation any act of God; national emergency; riot; war; terrorism; governmental act or direction; Laws; breach, delay, act, or omission of any supplier, carrier, contractor, subcontractor, or business partner; failure, outage, or unavailability of third party network(s) or system(s); fibre, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; criminal acts of third parties, earthquake; storm; hurricane; flood, fire, or other natural disaster; or strike or labour disturbance (each a “Force Majeure”). If a Force Majeure prevents a party’s performance for more than forty-five (45) consecutive days, either party may terminate the Agreement document(s) impacted.
D. Third Party Beneficiaries
The Real PBX’s Affiliates shall have the benefit of and the right to enforce all provisions of the Agreement which benefit and are enforceable by The Real PBX. Subject to the foregoing, you agree that none of the terms in the Agreement will be enforceable by the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
E. Choice of Law
The Agreement and Your use of the Plan Services shall be governed by and construed under the laws of England and Wales and You agree to submit to the non-exclusive jurisdiction of the English courts.
F. Class Action Waiver
Any actions, lawsuits, or proceedings shall be conducted solely on an individual basis and the parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, group litigation, or in any other proceeding in which any party acts or proposes to act in a representative capacity.
G. Equitable Relief
You agree that any breach of The Real PBX’s Intellectual Property will cause The Real PBX irreparable harm for which monetary damages will be inadequate and The Real PBX may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement.
H. No Waiver
In no event shall any failure or delay by The Real PBX to: (i) assert or exercise any right; (ii) demand fulfilment or performance of any obligation; or (iii) avail itself of any remedy under the Agreement, in whole or in part, be deemed a waiver of any right or remedy under the Agreement on such occasion or any other occasion. Except as otherwise expressly stated in the Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity.
The Agreement, including the documents incorporated in the Agreement, constitutes the entire agreement between You and The Real PBX with respect to the Plan Services and supersedes all prior or contemporaneous understandings regarding such subject matter.
If any part of the Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
The failure of The Real PBX to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or any other provision.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
Either party may assign the Agreement and any of its rights and obligations hereunder with the other party’s prior written consent (which such consent shall not be unreasonably withheld), except that The Real PBX may, without notice, assign the Agreement and all of The Real PBX’s rights and obligations hereunder to: (i) an Affiliate; or (ii) The Real PBX’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets, or the transfer or disposition of more than fifty percent (50%) of a The Real PBX’s voting control or assets. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, the Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.
If any provision or portion of the Agreement is determined to be invalid, unlawful, illegal, void, or unenforceable, in whole or in part, then: (i) that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the parties’ original intent and (ii) the remaining provisions and portions of the Agreement shall remain in full force and effect.
The following provisions of these TOS will survive termination or expiration of these TOS for the maximum term allowed by Law: (i) Your payment obligations; (ii) terms relating to Intellectual Property ownership, customer representations, confidentiality, storage of user information, publicity rights, non-disparagement, indemnification, warranty disclaimers, limitations of liability, dispute resolution and arbitration, and choice of law; and (iii) all provisions that are intended by their nature to survive termination of the Agreement.
All capitalised terms used in these TOS shall be defined in accordance with the following definitions or as otherwise defined herein.
A. “Account Administrator” means those End User(s) of an Account who may possess or obtain rights to set or modify the settings or preferences of other End Users of that Account.
B. “Applications” means software applications made available to You as part of the Services, such as the The Real PBX Mobile Application and Softphone.
C. “Account” means the numbered account established with The Real PBX that contains any of the following information: Your true, accurate, current, and complete personal name or business name, administrator name, billing address, shipping address, the address where the Plan Services will primarily be used, the records of Your Digital Lines, subscriptions, and any Plan Services that You have purchased from The Real PBX. Multiple services, Digital Lines, or End Users may be included in a single account.
D. “Account Data” means Registration Information, and the The Real PBX-generated logs of calling activity stored within that Account.
E. “Account Security Incident” means any actual or suspected unauthorised activity, erroneous billing, or breach or compromise of any Password Information or the security or privacy Your Plan, an Account, or any Account Data.
F. “Admin Portal” means the website through which You may enter Registration Information, purchase and register additional IP Desk Phones or Softphones, purchase additional products or Services, or make modifications to, or control, Your Account in any other way.
G. “Affiliate” a person or entity that is controlled by that party, controls that party, or is under common control with a party (provided that for purposes of this definition, “control” means beneficial ownership of all of an entity’s then-outstanding voting securities or ownership interests).
H. “Applications” means software applications made available to You as part of the Services, such as the The Real PBX Mobile Application and Softphone.
I. “Complementary Services” means those Services which are complementary to the Principal Services and may be added to, or removed from, Your Plan from time to time, such as Contact Center, Glip, Rooms, Connector and other services made available by The Real PBX from time to time.
J. “Digital Line” means a digital voice line allowing the placement of external outbound calls and receipt of external direct inbound calls.
K. “Embargoed Area” means a country or region that is subject to a United Kingdom, United States, Canadian, United Nations, or European Union embargo or economic sanctions, including without limitations destinations designated by the UK Foreign & Commonwealth Office, the UK HM Treasury, the United States Government in Country Group E or Part 746 of the Export Administration Regulations (15 CFR Part 730-774), or otherwise subject to territorial sanctions under regulations administered by the United Kingdom Foreign & Commonwealth Office, the United Kingdom HM Treasury, the United States Department of the Treasury, the United States Office of Foreign Assets Control, or other governmental authorities with jurisdiction.
L. “End-Point” means a point through which any End User might access and/or use the Plan Services, including without limitation all IP Desk Phones and all Softphones, instances of the The Real PBX Mobile Applications, and all devices or VoIP infrastructure on which any Softphone or such instance is installed or through which the Plan Services may be accessed or used.
M. “End User” means the user of a virtual extension or individual digital line set up within an Account or an individual assigned thereto by You or by The Real PBX at Your direction or request.
N. “Export Control List” means any list maintained by the government of United Kingdom, the United States or any other country of entities or individuals that are subject to export controls or economic sanctions, including without limitation the United States Commerce Department’s Denied Parties List, Entity List, or Unverified List; the United States Department of the Treasury’s or the United States Office of Foreign Assets Control’s Specially Designated National List; Sectoral Sanctions List; Foreign Sanctions Evaders List; the UK Strategic Export Control List; and similar lists of entities, organisations, or individuals subject to export control restrictions or economic sanctions that are maintained by other agencies of the United Kingdom Government, the United States Government, the United Nations, the European Union, or any other governmental authority with jurisdiction.
O. “Glip” means the business messaging, presence, video conferencing, task management, notes, calendars, file sharing, and product integrations (such as Google Drive, Dropbox, Box, Asana, JIIRA and Evernote), together referred to as Glip or Glip Services.
P. “Intellectual Property” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and ‘moral’ rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trade marks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).
Q. “IP Desk Phone” means a telephony hardware device that uses VoIP to place and transmit telephone calls over an IP network.
R. “Law” means any applicable foreign, federal, state, local, or other law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction.
S. “Order” means any physical contract, order form, purchase order, or order for additional services placed through the Admin Portal.
T. “Password Information” means any and all passwords, PINs, IVR PIN codes, security questions or answers, and other access-related credentials related to Your Plan Services or an Account.
U. “Plan” means the plan subscriptions available for purchase from The Real PBX for selected Services pursuant to an Order (including any free trial of such subscription).
V. “Plan Fees” means the fees payable by You in consideration for the provision of the Plan Services.
W. “Plan Services” means any Services forming part of your Plan and/or any software or hardware used in conjunction with those services.
X. “Principal Services” means those core Services which are provided by The Real PBX as part of a Plan.
Y. “Registration Information” means any information You or Your End Users may be required to provide in connection with Account registration or subsequent Account updates.
Z. “The Real PBX Mark” means a trade mark, service mark, copyright, or logo of The Real PBX.
AA. “The Real PBX Parties” collectively, The Real PBX, its Affiliates, and their officers, directors and employees.
BB. “Services” means The Real PBX’s voice and advanced communications services, comprising the Principal Services and Complementary Services.
CC. “Softphone” means an instance of the The Real PBX Softphone desktop software application used to access the Plan Services.
DD. “Taxes” means any present or future taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any governmental authority (including, without limitation, value added, sales or turnover taxes), together with any interest, additions or penalties imposed thereon and with respect thereto.
EE. “Term” means the Initial Term together with any Renewal Terms.
FF. “Third Party Mark” means a trade mark, service mark, copyright, or logo of a third party.
GG. “Usage” means freephone usage, local usage, long-distance usage, international usage, and any other usage of an Account that could result in charges for calling, messaging, or other activity.
HH. “User” means any End User or any person or entity using or accessing Your Account, or the Plan Services, with or without your permission or knowledge.
II. “User Communications” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, conferences or other communications transmitted or stored through the Plan Services.
JJ. “Voice/Text Feature” means any functionality or feature of the Plan Services that converts voice content to text content or vice versa.
KK. “Website” means the The Real PBX website located at https://www.therealpbx.co.uk/