Hosted Terms & Conditions

Blu Sky Limited Hosted Terms & Conditions

BluSky UK Standard Customer Agreement Terms & Conditions

Unless expressly stated by BluSky in writing all quotations are made and Order Forms accepted on the following terms and conditions.

1. DEFINITIONS

In this Agreement the following terms will have the following meanings:

“Agreement” means the agreement between BluSky and the Customer on the terms set out in the Order Form and in these Terms and Conditions;

“Broadband” means an asymmetric or symmetric digital subscriber line (ADSL or SDSL) or Ethernet;

“Contract Period” means the contract period stated in the Order Form;

“Customer Equipment” means any telecommunications apparatus or system owned, controlled or housed by the Customer, excluding Service Equipment;

“Customer” means the person or entity whose details are set out in the Order Form;

“Customer’s Premises” means the Customer’s premises the address of which is set out in the Order Form;

“IP Centrex Service” means a centrally hosted service for the provision of voice, video, instant messaging and other multi-media communications over IP networks;

“Delivery” means the delivery of products or services where they are provided either at the Customer’s Premise or as a hosted service;

“Hosted Call Recording” means the recording of external VoIP calls both inbound and outbound;

“Installation” means the installation and commissioning of products or services either at the Customer’s Premise or as a hosted service;

“Order Form” means a request for Service signed by the Customer and delivered to BluSky;

“Mobile Voice Recording” means the recording of mobile telephone calls;

“Mobile Voice Recording Application” means the software application used by BluSky to provide the recording of mobile phone calls;

“Service Equipment” means equipment (including but not limited to any data collection and call routing devices, routers, switches, handsets and other telecommunications equipment) which BluSky may from time to time deliver to and / or install at the Customer’s Premises for the purposes of providing the Service, as specified in the Order Form or any Service Equipment addendum thereto;

“Service” means the IP Centrex Service, and any other services which the Customer requested from BluSky as specified in the Order Form (including but not limited to supply, delivery and installation of Service Equipment, training and Broadband connectivity and Mobile Voice Recording);

“Software” means the VoIP application software used by BluSky to provide the IP Centrex Service;

“BluSky” means Voicenet Solutions Limited (registered in England under number 5083841) whose principal place of business is at Oxford House, Bell Business Park, Aylesbury, Buckinghamshire HP19 8JR;

In this Agreement:

clause headings are for ease of reference and do not affect interpretation;

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders; and

References to clauses are to the clauses of this

2. ORDERS

The Customer may from time to time submit Order Forms to Order Forms will be in such form as is notified to the Customer by BluSky from time to time. BluSky may in its sole discretion accept or decline any order placed by the Customer.

A contract will only come into existence if and when a duly authorised signatory on behalf of BluSky signs a copy of the Order Form or on the date that BluSky commences provision of the Service requested in the Order Form, whichever is the Prior to acceptance the Customer agrees that BluSky may carry out such credit checks as it deems necessary as set out in clause 10.4.

Each Order Form shall be deemed to incorporate these Terms and Conditions, which shall prevail over any other terms submitted, proposed or stipulated whether in writing or orally by the No addition, alteration or substitution of these Terms and Conditions will bind BluSky or form part of this Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of BluSky. In the event of any conflict between anything in an Order Form and any provision of these Terms and Conditions, the provision of these Terms and Conditions shall prevail.

Each party warrants to the other that it has the necessary rights, licences and permissions to enter into and perform its obligations under this

3. THE SERVICE

BluSky shall provide the Service to the Customer and the Customer shall use the Service on the terms set out in this

BluSky shall provide the Service with the reasonable skill and care of a competent telecommunications

BluSky shall use reasonable endeavours in accordance with good industry practice to ensure that the Service is available for use at all times by the Customer but the Customer acknowledges that, owing to the nature of IP and telecommunications networks, it is impossible to provide an uninterrupted or error-free BluSky will not accept any responsibility or liability to the Customer or any third party in the event of a failure in the IP or telecommunications network.

BluSky shall respond to any reported fault with the Service as soon as reasonably practicable during BluSky Solution’s normal working hours and will use all reasonable endeavours to correct any fault within BluSky Solution’s

BluSky will use all reasonable endeavours to ensure the security of the Service but the Customer should be aware that there is always a risk of security being breached for reasons beyond the control of BluSky, where for instance the Service is provided through a third party

BluSky reserves the right to upgrade any Service delivery platform in order to provide new features and Services, to manage obsolescence or for any other reason at any In such cases BluSky reserves the right to migrate the provision of Service to the Customer to the new platform providing an equivalent Service, and will give Customer at least 30 days notice of such change.

Where any Service involves integration or involvement with any service provided by a third-party vendor at the Customer’s request, BluSky will use reasonable endeavours to accommodate the integration or involvement of the third-party service without any responsibility or liability whatsoever for; (i) the actions or non-actions of the third-party vendor; or (ii) the consequences of such integration or involvement with such third-party Any special or bespoke requests made by the Customer in regards to changes/additions to the Service must be notified in writing and will be undertaken on a reasonable endeavours basis by BluSky subject to the agreement of additional cots by the customer. BluSky will not be responsible or liable for any resulting consequence of such request, such request and resultant consequence being at the additional full expense of the Customer, the Customer indemnifying BluSky in full for all resulting loss, damages, costs and expenses incurred by BluSky or any affected third party.

4. SOFTWARE

BluSky grants the Customer a non-exclusive, non-transferable licence to use the Software for the term of this Agreement solely in connection with the use of the

All intellectual property rights in the Software and the Service and any associated documentation made available to the Customer under this Agreement shall remain the property of BluSky or its

5. BROADBAND

In order to use the Service, it is the Customer’s responsibility to procure at its cost a Broadband connection, through a supplier approved by

Where Broadband is supplied by a third party, then BluSky does not assume any liability or responsibility for the third party Broadband

The Customer acknowledges that call quality depends on both the specification and availability of the Broadband service to which the Customer is connected and also on the IP or telecommunications network to which the person being called is

6. IMPLEMENTATION

BluSky or its appointed agent will deliver and install the Service Equipment at the Customer’s BluSky will use all reasonable endeavours to deliver and install the Service Equipment by such date as it may have advised to the Customer. However, any delivery date given is an estimate only and BluSky accepts no liability for any delay in delivery however caused.

Risk in the Service Equipment shall pass to the Customer on delivery to the Customer’s The Customer will be liable for any loss or damage to the Service Equipment except where caused by BluSky or anyone acting on BluSky’ behalf.

Where the Customer is purchasing the Service Equipment from BluSky the Service Equipment will at all times remain the property of BluSky until such time as the Customer has paid BluSky for the Service Equipment in

Where the Service Equipment is supplied to the Customer by a third party on a hire or hire purchase basis, then the Customer shall enter into, and observe and comply with the terms of, a separate hire or hire purchase agreement with that third

Unless or until title to the Service Equipment passes to the Customer, the Customer shall not:

add to, modify or in any way interfere with the Service Equipment, nor allow anyone other than BluSky or someone authorised by BluSky to do so;

Move the Service Equipment from the Customer’s Premises without the prior written consent of

7. NUMBER PORTING

Where access to the Service is facilitated through BT number porting, the Customer authorises BluSky to have the numbers from the BT lines listed in the Order Form routed by BluSky instead of BT and to forward appropriate details of the Customer’s porting application for the Service to The Customer will receive advance notification of the change of service from BT to BluSky. BluSky’s ability to provide the Service is subject to BT porting the numbers.

In the case of analogue lines being utilised for facsimile machines, the standard service is not compatible, and an alternative e-fax service will be offered for numbers that are required to be ported to This may result in loss of service for a period of up to 15 days.

Where the Customer is provided with a telephone number (including a code) as part of the Service, then that code and number belong to BluSky and the Customer will have no right to keep that number nor to sell, dispose or transfer that number at any BluSky will use its reasonable efforts to ensure that the Customer is able to keep the number during the period of this Agreement but BluSky reserves the right to change the telephone number on reasonable notice at its sole discretion.

The Customer shall pay to BluSky an administration fee of £10 plus VAT per number

8. USE OF THE SERVICE

The Customer will ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for connection to the telecommunications The Customer will not do anything that may damage or affect the operation of the telecommunications network.

The Customer is responsible for all use made of the service under its control and will ensure that the Service is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or to promote any illegal activity or so as to constitute a violation or infringement of the rights of BluSky or any third The Customer undertakes to comply with all applicable laws and regulations and all reasonable instructions of BluSky in relation to its use of the Service and the Service Equipment.

If the Service is to be used to carry alarm signals, then BluSky will not accept responsibility for lack of Service or failure to deliver an alarm signal due to a) the network going down; b) suspension of the Customer’s account or

c) reasons outside BluSky Solution’s reasonable control including but not limited to any technical failure of the network; because the network is being tested, modified or maintained or if access to the network is

BluSky will have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the Customer’s negligence or default or by the customer failing to follow instructions from BluSky or by the Customer Equipment or where the fault does not lie with BluSky or any Service

The Customer shall not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or

9. CHARGES AND PAYMENT

The Customer shall pay to BluSky the charges in respect of the Service as specified in the Order

In addition, the Customer shall pay to BluSky all charges relating to calls made through the Service as are set out in BluSky Solution’s tariff as in force from time to time (a copy of which is available on request).

All charges are exclusive of VAT which shall be additionally payable by the Customer at the appropriate

BluSky will invoice the Customer monthly for charges under this Agreement plus Payment is due within 10 working days of the invoice date. An administrative charge of £5 per month will be added if payment is made other than by direct debit.

The Customer shall pay all charges in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by If a cheque delivered by the Customer is dishonoured or a direct debit or standing order fails, BluSky may charge the Customer all costs incurred by BluSky as a result.

The time of payment of all sums due to BluSky under this Agreement will be of the If BluSky does not receive payment in full upon the due date, BluSky will be entitled to levy a late penalty charge at a rate of 3% per annum above the base rate for the time being of the Bank of England on any unpaid overdue balance (calculated on a daily basis and to accrue before as well as after any judgment).

All call charges payable under this Agreement will be calculated by reference to data recorded or logged by BluSky and not by reference to data recorded or logged by the

Subsequent to carrying out a credit check pursuant to clause 4 BluSky may require a cash deposit or a bank guarantee to cover charges which BluSky might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by BluSky in respect of the provision of the Service.

BluSky reserves the right to increase any charges for the Service without notice, provided that such charges cannot be increased more than once in any [12] month period and not by more than

any percentage increase in the Retail Prices Index (RPI), or any future equivalent, as published by the Central Statistical Office in the Monthly Digest of Statistics in any twelve-month Should BluSky need to increase charges more than once in any [12] month period or/and by more than the percentage increase of the RPI [due to factors beyond the control of BluSky (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs)], BluSky shall give the Customer written notice of any such increase [2] months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify BluSky in writing within [2] weeks of the date of BluSky’s written notice and BluSky shall have the sole right without limiting its other rights or remedies to terminate the Agreement by giving [6] [weeks’] written notice to the Customer.

10. PROVISION OF INFORMATION, DATA PROTECTION AND CONFIDENTIALITY

The Customer undertakes promptly to provide BluSky at its own cost, with all information and cooperation as it may reasonably require to enable it to perform its obligations under this Agreement and provide the

The provision of the Service may involve BluSky in the processing of personal data (as defined in the Data Protection Act 1998) that are under the Customer’s In respect of such personal data, BluSky warrants to and undertakes with the Customer that it shall:

take appropriate technical and organisational measures against unlawful and unauthorised processing of the personal data and against accidental loss, destruction of and damage to the personal data, alteration or disclosure of the personal data to any third party, this being limited to data within BluSky

take reasonable steps to ensure the reliability of all of its personnel (whether employees or contractors) that may have access to the personal data and to ensure that they are adequately trained in the good handling of personal data;

act only in accordance with the Customer’s instructions in relation to processing the personal data and will not use the personal data for any purpose other than to provide the Service under this Agreement or as may be required by

BluSky shall keep in confidence all confidential information concerning the Customer’s business which BluSky may obtain in the course of the provision of the Service and shall not use or disclose any such information other than as may be required by law or as necessary in connection with the provision of the

BluSky reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference BluSky and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.

For Customers using either the Hosted Call Recording Service] or Mobile Voice Recording Service, all call records will be deleted on expiry of the retention period (i.e. default of 12 months).

11. DISCLAIMERS

Save for the warranties and conditions expressly set out in these Terms and Conditions, BluSky gives no warranty or condition regarding the Service and specifically BluSky:

expressly disclaims all conditions and warranties of any kind, whether express or implied, including but not limited to the implied conditions and warranties of satisfactory quality, fitness for a particular purpose, reasonable care and skill and non-infringement;

gives no condition or warranty that the Service will meet the Customer’s requirements, will be uninterrupted or timely, will be secure or error-free or that defects in the Service will be

The Customer acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, condition, warranty or understanding (whether negligently made or not) other than as expressly set out in this

12. LIABILITY

Nothing in this Agreement will exclude or restrict BluSky Solution’s liability for (i) death or personal injury resulting from the negligence of BluSky or its employees or agents, (ii) fraudulent misrepresentation or (ii) any other liability that cannot by law be limited or

This clause sets out BluSky Solution’s total liability to the Customer if the Service is not available for a continuous period of 12 hours or more in any one day and that unavailability is attributable entirely due to the fault of In such an event BluSky Solution’s total liability will be limited to the sum of 5% of the charges incurred in the average month for the previous quarter. Such liability will be paid as a credit against the next invoice.

BluSky Solution’s aggregate liability to the Customer under or in connection with this Agreement (whether in contract, tort or otherwise including any liability in negligence) in respect of all causes of action arising in a calendar year will not exceed 60% of the total charges paid or payable by the Customer for the Service in such calendar

BluSky shall not, in any event, be liable to the Customer (whether in contract, tort or otherwise including any liability in negligence) for any:

loss of revenue, business, anticipated savings or profits, or damage to trading relationships; or

indirect, special or consequential loss or damage whatsoever or howsoever incurred by the Customer in connection with this

In the event of any failure in the Service, BluSky will not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service

BluSky Solution’s obligations and responsibilities under this Agreement are solely to the Customer and not to any third party and the Customer will keep harmless and will indemnify BluSky, its officers, employees and agents against any liabilities or costs arising from any and all claims by any third party in connection with the use of the Service or any defect in or failure of the

13. SUSPENSION OF SERVICE

BluSky may at its sole discretion suspend with immediate effect the provision of the Service until further notice without liability or compensation to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:

the Customer is in breach of any term of this Agreement;

the Customer prevents or delays any prearranged maintenance from being carried out;

the Customer is suspected, in BluSky Solution’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service;

BluSky is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent

If BluSky suspends the Service under this Agreement then Customer will reimburse any costs and expenses reasonably incurred as a result of such suspension and/or the services being

If BluSky chooses to suspend the Service this will not prevent BluSky from also taking other action to terminate the Agreement under clause

14. TERM AND TERMINATION

This Agreement shall come into force on the date that a duly authorised signatory on behalf of BluSky signs a copy of the Order Form or on the date that BluSky commences provision of the Service whichever is the

This Agreement will remain in effect for the Contract Period continuing automatically for consecutive 12 month periods (with exception to businesses or companies with 10 employees or less where a rolling 30-day continuation will apply after the

initial term until written notice is given) unless and until terminated in accordance with this

Either party may terminate this Agreement on not less than 30 days’ prior written notice in writing to expire at the end of (i) the Contract Period or (ii) any subsequent 12 month period (with exception to businesses or companies with 10 employees or less as per 2).

Without prejudice to their other rights under this Agreement, BluSky and the Customer may terminate this Agreement with immediate effect if the other party:

commits a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been requested to do so in writing by the non-defaulting party; or

gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of

Without prejudice to its other rights, BluSky may terminate this Agreement by notice in writing to the Customer having immediate effect if the Customer fails to make any payment to BluSky when it becomes due and remains in default seven days after being notified in writing to make such

On termination of this Agreement (however occurring):

BluSky shall cease providing, and the Customer shall cease to be entitled to use, the Service;

the Licence granted under clause 1 will terminate with immediate effect;

the Customer will allow BluSky prompt access to the Customer’s Premises to remove any Service Equipment;

where this Agreement is terminated before the end of the Contract Period other than for breach by BluSky, the Customer will be responsible for the cost of de-installation and collection of the Service Equipment owned by BluSky and will pay BluSky £200 for the de-installation of each item forming part of the Service Equipment; and

any consequential reprogramming of the Customer Equipment will be the Customer’s responsibility and at the Customer’s

The provisions of clause 9,10, 11 and 12 will continue to apply notwithstanding the termination of this

15. FORCE MAJEURE

Notwithstanding anything in this Agreement, if total or partial performance of any of its obligations under this Agreement is delayed or rendered impossible for BluSky by virtue of any reason whatsoever beyond its reasonable control (including but not limited to the epidemic, the act of terrorism, riot, explosions, strikes or other labour unrest, unavailability of equipment, power or another commodity, failure or non-availability of Internet or telecommunications facilities, or default of any third party) then such non-performance or delay will not be deemed to constitute a breach by BluSky of this Agreement and BluSky shall not be liable for any loss or damage which the Customer may suffer as a

16. GENERAL

The Customer may not assign or transfer this Agreement or any of its rights under it without BluSky Solution’s prior written BluSky may assign, transfer, sub-contract or otherwise deal with all rights or obligations under this Agreement by giving notice in writing to the Customer.

Both parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, (Anti-Bribery Requirements) and promptly report to the other party any potential or actual breach of the Anti-Bribery A breach of this clause by either party shall be deemed a material breach of this Agreement.

Notices under this Agreement must be given in writing and sent either by hand, by first class post, or by facsimile transmission provided that there is a transmission sheet showing that the transmission was properly transmitted to the correct Notices must be sent to the address or fax number specified in the Order or such other address as may be notified to the other party from time to time. The post will be deemed to have arrived 2 business days from date of posting. Notices sent by other means will be received immediately.

If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions will continue to apply to the fullest extent permitted by

Failure by either party to exercise or enforce any right under this Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on a later

This Agreement and any documents referred to in it, including, but not limited to, the BluSky tariff together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or

The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone

English law will govern this Agreement and the parties agree to submit any disputes to the exclusive jurisdiction of the English

17. MOBILE VOICE RECORDING SERVICE

The Mobile Voice Recording Service will be made available via the Mobile Voice Recording Application which the Customer must activate on their handset in accordance with the instructions supplied by

Use of the Mobile Voice Recording Service requires the Customer’s mobile handset to make calls to access the recording These calls may be chargeable to the Customer by their mobile service provider.

For contracts for the supply of Mobile Voice Recording Service, only the following clauses will not apply 1, 5.2, 5.3.

18.PAYMENT CARD INDUSTRY (PCI) COMPLIANCE

For the avoidance of doubt, BluSky Solution’s Hosted Call Recording] and Mobile Voice Recording solutions are PCI compliant but are not FCA

19. COMPLAINTS

If the Customer is not satisfied with the Service they may refer to BluSky’s Complaints Code of Practice which may be found at BluSkySolutions.com/about-us/complaints-procedure and which details the correct procedure for lodging a complaint, or Ofcom the communications regulator at www.ofcom.org.uk or call Ofcom on 0300 123 3333.

20. CALLS TO UK EMERGENCY SERVICES

BluSky hosted telephony service allows calls to the UK emergency services (999 or 112). Please note that calls to the emergency services will not be available if there is a power cut or a broadband connection

BluSky Virtual Contact Centre (VCC) service does not support calls to the emergency services (999 or 112) from within the A VCC user may however make calls to the emergency services by picking up the handset and dialling (x) 999 where x is their outside access digit.

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