Terms & Conditions

The legal stuff

Terms & Conditions

These Answering Services Terms of Service (these “Terms”) govern the access and use of all services and products offered by Message centre communications  (“Answering Services”). These Terms constitute a legally binding agreement between Answering Services and any individual or entity that accesses or otherwise uses or receives any Answering Services services, products or website (“Customer”).

1. APPLICABILITY OF THESE TERMS

These Terms apply to Customer’s use of all services offered by Message centre communications  (“Answering Services”), Answering Services’s website located at www.answering-services.net (“Answering Services Website”), and any mobile apps offered by Answering Services, regardless of where such apps were obtained by Customer (“Answering Services Apps”). In these Terms, the Answering Services Services, Answering Services Website and Answering Services Apps are collectively referred to as “Answering Services Offerings.” Answering Services may from time to time change these Terms, and any other terms or conditions appearing on the Answering Services Website that may be referred to in these Terms, in accordance with Section 7.

2. SIGN-UP

2.1 Account. The Customers must register with Answering Services before receiving any Answering Services Services. After such registration is complete, Answering Services will establish an online account for Customer (“Customer’s Account”) that can be accessed on the client portal on the Answering Services Website and, at Answering Services’s option, from one or more Answering Services Apps.

2.2 Password. The customer will not share with any third party, and will otherwise keep secret, any password that can be used to access the Customer’s Account (“Customer’s Password”). Customer will be solely responsible for all activities conducted through Customer’s Account and will be liable for all losses and damages arising from any use or misuse of Customer’s Account. If Customer believes that any third party knows Customer’s Password or that there has been any unauthorised access to Customer’s Account, Customer will immediately change Customer’s Password and notify Answering Services. Customer will not, and will have no right to, transfer Customer’s Account or Customer’s Password to any third party.

2.3 Telephone Number.

2.1 Account. Customers must register with Answering Services before receiving any Answering Services Services. After such registration is complete, Answering Services will establish an online account for Customer (“Customer’s Account”) that can be accessed on the client portal on the Answering Services Website and, at Answering Services’s option, from one or more Answering Services Apps.

2.2 Password. The customer will not share with any third party, and will otherwise keep secret, any password that can be used to access the Customer’s Account (“Customer’s Password”). Customer will be solely responsible for all activities conducted through Customer’s Account and will be liable for all losses and damages arising from any use or misuse of Customer’s Account. If Customer believes that any third party knows Customer’s Password or that there has been any unauthorized access to Customer’s Account, Customer will immediately change Customer’s Password and notify Answering Services. Customer will not, and will have no right to, transfer Customer’s Account or Customer’s Password to any third party.

2.3 Telephone Number. After Customer registers with Answering Services, Answering Services will assign to Customer a unique telephone number for use with Answering Services services provided to Customer. To the extent not prohibited by applicable law or regulation, in the event that any Trial Service or Answering Services Paid Service (as defined in Section 4 below) is terminated, Answering Services may retain the assigned telephone number for use as it sees fit.

3. TRIAL SERVICE

3.1 Trial Period. Subject to these Terms, Answering Services may provide to Customer a live receptionist answering service (“Trial Service”) during a trial period commencing on Customer’s registration with Answering Services and expiring within a number of days specified by Answering Services, which period may be extended or shortened by Answering Services in its discretion (such period, “Trial Service Term”). The customer acknowledges and agrees that the scope and details of the Trial Service will be determined by Answering Services at its discretion. The Trial Service is not applicable for prior Customers of Answering Services, casual Customers or new Customers that require Answering Services Services for promotional or advertising campaigns.

3.2 Trial Usage Charges. At no charge to Customer, Answering Services will provide Customer with a credit to be applied to incremental charges that are incurred based on Customer’s usage of the Trial Service (“Trial Usage Credit”). Customer acknowledges and agrees that (a) the amount of the Trial Usage Credit will be determined by Answering Services in its discretion and (b) the amount of such incremental charges will be determined, and may be changed, by Answering Services in its discretion. Answering Services will notify the Customer of the amount of the Trial Usage Credit and the amount of incremental charges.

3.3 Termination of Trial Service. Answering Services may terminate the Trial Service at any time for any reason or no reason. Without limiting the foregoing, Answering Services may terminate the Trial Service upon expiration of the Trial Service Term, depletion of the Trial Usage Credit, or commencement of any Answering Services Paid Services (as defined in Section 4 below). After the termination of the Trial Service, Customer will need to purchase Answering Services Paid Services, as described in Section 4 below, in order to continue to receive services from Answering Services. Any portion of the Trial Usage Credit not used prior to termination of the Trial Service will be forfeited and may not be used in connection with any Answering Services Paid Services.

4. PAID SERVICES

4.1 Adding Paid Services. Customers may at any time request to receive one or more of the paid services described on the Answering Services Website or in these Terms (“Answering Services Paid Services”). The customer will select a pricing plan for each Answering Services Paid Service requested by the Customer from the pricing plans offered by Answering Services (“Pricing Plans”). Prior to providing any Answering Services Paid Services, Answering Services may require that Customer provide information about a credit card to which Customer authorises Answering Services to submit charges as permitted under these Terms (“Customer’s Credit Card”).

4.2 Paid Service Terms. Each Answering Services Paid Service that Customer requests and Answering Services agrees to provide (which agreement may be withheld by Answering Services acting reasonably) is referred to in these Terms as a “Selected Paid Service.” Subject to these Terms, Answering Services will provide the Selected Paid Services for consecutive one (1) calendar month periods (each such period, a “Paid Service Term”) until terminated in accordance with these Terms.

5. MOBILE APPS

5.1 License. Subject to these Terms, Answering Services grants to Customer a personal, limited, nonexclusive, nontransferable, non-sub licensable license to install and use each Answering Services App on devices for which it was designed solely for the purpose of accessing Customer’s Account and using Answering Services Services.

5.2 Restrictions. Customer will not, and will have no right to (a) modify or create derivative works of any Answering Services App; (b) sell, rent, lease, lend, distribute or sublicense any Answering Services App; or (c) decompile, reverse engineer or disassemble, or otherwise attempt to derive the source code of, any Answering Services App, or encourage, assist or authorise any other person to any of the foregoing.

5.3 Updates. Answering Services will have no obligation to, make available to Customer updates, upgrades and new versions of one or more Answering Services Apps (collectively, “App Updates”). Each App Update will be deemed to be an Answering Services App for the purposes of these Terms.

5.4 License Termination. The license granted to Customer in Section 5.1 will be terminated by written notice from Answering Services if Customer fails to comply with this Section 5, or upon the termination of all Selected Paid Services. In addition, Answering Services may terminate such license at any time with respect to any or all Answering Services Apps (and will endeavour to provide reasonable written notice, where practicable prior to termination) and upon such termination Answering Services may modify the affected Answering Services Apps to make them inoperable. Upon any termination of such license with respect to any Answering Services App, Customer will cease all use of such Answering Services App and delete all copies thereof.

5.5 Ownership. Except for the rights explicitly granted to Customer in these Terms, all rights, title and interest in the Answering Services Apps are reserved and retained by Answering Services and its licensors. Customers will not acquire any intellectual property rights or other rights in any Answering Services App as a result of downloading or using it.

5.6 Third-Party Services. Customer acknowledges that Customer’s use of an Answering Services App may also involve the use of the services of one or more third parties, such as a wireless carrier, and that such use may be subject to the separate policies and terms of use, including fees, of such third parties. Answering Services does not assume, and will not have, any liability or responsibility to Customer or any other person for any such third-party services.

6. Payments

6.1 Pricing. The charges for each Answering Services Paid Service may include (a) subscription charges that do not vary based on the Customer’s usage of the Answering Services Paid Service (“Subscription Charges”) and/or (b) incremental charges that are incurred based on Customer’s usage of the Answering Services Paid Service, e.g., without limitation, excess inbound call charges, messages sent via SMS, call transfer charges and after-hour charges (“Usage Charges”). The charges for the Answering Services Paid Services are set forth in the price list on the Answering Services Website (“Price List”) and of which may be revised by Answering Services from time to time as set forth in Section 7. All prices quoted excluded VAT and any other applicable taxes.

Setup and maintenance of contact lists may incur additional charges.

 

7. OTHER OBLIGATIONS OF THE CUSTOMER

8.1 Information Provided by Customer. Customer represents that all information provided by Customer to Answering Services (including, without limitation, all contact information and information regarding Customer’s Credit Card) is accurate, up-to-date and complete at the time it is provided to Answering Services. The customer will update all such information so that it remains accurate, up-to-date and complete at all times.

8.2 Forwarding Phone Numbers. Some Answering Services Offerings may involve the forwarding of calls or messages to phone numbers specified by the Customer (“Forwarding Telephone Numbers”). The customer represents that all Forwarding Telephone Numbers are under Customer’s direct control, and the customer will not direct Answering Services to forward calls or messages to any phone numbers, not under the Customer’s direct control. In addition, Customer acknowledges and agrees that Answering Services will have the right to refuse to forward calls and messages to any telephone number at Answering Services’s discretion, in which case Customer will need to provide a different telephone number to receive forwarded calls and messages.

8.3 Compliance with Laws. The customer will at all times comply with all applicable laws and regulations in connection with its use of Answering Services Offerings. The customer will not use any Answering Services Offerings to engage in, or to encourage or assist others to engage in, any illegal or fraudulent activities.

8.4 Answering Services Fair Use Policy. In connection with its use of Answering Services Offerings, Customer will at all times comply with Answering Services’s fair use policy (“Fair Use Policy”). The Fair Use Policy pertains to the Customer’s usage during the Trial Service Term. Under the Fair Use Policy Answering Services may shorten or end the Trial Service Term of the Customer with immediate effect should it determine, at its absolute discretion, that the Customer’s usage is in any way unreasonable. Such policy may be amended by Answering Services from time to time.

8.5 Other Prohibited Activities. The customer will not, and will have no right to:

  • sell, resell or otherwise provide any Answering Services Offerings to third parties, or use or otherwise exploit any Answering Services Offerings for the purpose of selling or otherwise providing to third parties the benefit of any Answering Services Offerings or any products or services that are similar to any Answering Services Offerings;
  • overburden, disable or otherwise disrupt any Answering Services Offerings or interfere with the use of any Answering Services Offerings by any other Answering Services customers; or
  • obtain or attempt to obtain any materials or information regarding any Answering Services Offerings or any other user of Answering Services Offerings through any means not intentionally made available or provided for by Answering Services through the Answering Services Website or any Answering Services App.

8.6 Indemnification. Customer will indemnify, defend, and hold harmless Answering Services from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any breach by Customer of this Section 8 or any third party claim relating to any of Customer’s products, services or businesses.

9. SERVICE SUSPENSION

9.1 Insufficient Funds. Answering Services may suspend the performance of any or all Selected Paid Services if any charge submitted by Answering Services to Customer’s Credit Card as permitted under these Terms is declined or is initially accepted but subsequently reversed, or any amount payable by Customer under these Terms is not otherwise paid when due.

9.2 Emergency Suspension. Answering Services may suspend the performance of any or all Selected Paid Services and disable Customer’s access to Customer’s Account and any Answering Services Offerings if Answering Services has any reason to believe that (a) Customer has committed any breach of Section 8 or has engaged in any activity that could disrupt any Answering Services Services or (b) there has been any unauthorised access to Customer’s Account or unauthorised use of any Answering Services Services in Customer’s name.

10. SERVICE TERMINATION

10.1 Termination by Customer. Customer may terminate any or all of the Selected Paid Services at any time by sending Answering Services an email to [email protected] that identifies the Selected Paid Services to be terminated and the date on which Customer desires such termination to take effect (“Requested Termination Date”), which date will be no earlier than three (3) days after the date such email is sent. The effective date of such termination will be, at Answering Services’s election, either (i) the Requested Termination Date or (ii) three (3) days after the date such email is sent. If a new Paid Service Term starts prior to the effective date of such termination, the Customer will incur the applicable Subscription Charge for the new Paid Service Term.

10.2 Termination by Answering Services

(a) For Cause. Answering Services may terminate any or all Selected Paid Services if (i) Customer commits a breach of Section 5.2, 8.3, 8.4 or 8.5, (ii) Customer commits any other breach of these Terms and fails to remedy such breach within five (5) days, or (iii) Customer ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or another similar proceeding for the settlement of Customer’s debt is instituted.

(b) For Convenience. Answering Services may terminate for convenience any Selected Paid Service by providing notice to Customer in accordance with Section 13.3. Such termination will be effective immediately if such Selected Paid Service is terminated by Answering Services to comply with any applicable laws or to address any actual or potential third-party claims; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered.

10.3 Effect of Termination

(a) Subscription Charges. Answering Services will have no obligation to refund any Subscription Charges paid by Customer for any Selected Paid Service upon any termination thereof.

(b) Prepaid Usage Credit. Answering Services will refund to Customer any unused balance of the Prepaid Usage Credit if (i) Answering Services terminates all Selected Paid Services for convenience in accordance with Section 10.2(b) above or (ii) Customer terminates a Selected Paid Service in accordance with Section 10.1 in response to, and within ten (10) days of, Answering Services making a change or revision as described in Section 7.1(a) or 7.2, and there are no other Selected Paid Services. Answering Services will have no obligation to refund any unused balance of the Prepaid Usage Credit if the Selected Paid Services are terminated by either party under any other circumstances.

(c) Phone Calls and Messages. Following the termination of any Answering Services, the service will not be responsible in any way for answering calls, taking or delivering messages, or performing any other activities in connection with such Answering Services Service.

(d) Customer’s Account. Upon termination of all Answering Services Services, Answering Services may terminate Customer’s Account and Customer’s access thereto.

(e) Customer Data. Answering Services will have no obligation to retain any data or other information (including, without limitation, any messages or call logs) obtained or generated by Answering Services in connection with any Answering Services Service after the termination of such Answering Services Service.

(f) Service Reinstatement. Following termination of any Answering Services Service, Answering Services will have no obligation to reinstate or otherwise recommence such Answering Services Service. If Answering Services elects (in its discretion) to reinstate or otherwise recommence a terminated Answering Services Service, Answering Services may require that Customer pay a reinstatement fee of £25.

11. PRIVACY

11.1 Information collected by Answering Services from Customer may be used by Answering Services in accordance with Answering Services’s privacy policy as available on the Answering Services Website (“Answering Services Privacy Policy”) and as may be amended from time to time. The Customer agrees to regularly review Answering Services Privacy Policy.

12. DATA PROTECTION

12.1 Answering Services and Customer both agree to comply with the relevant data protection regulation and laws (the “Data Protection Laws”), these being; up to and including 24 May 2018, the Data Protection Act 1998 (the “Act”) and thereafter the General Data Protection Regulation (“GDPR”) (as amended or updated from time to time). Further Answering Services and Customer acknowledge that these Terms, in part or whole, do not relieve, remove or replace, either Answering Services or Customer’s obligations under the Act or GDPR.

12.2 Answering Services and Customer acknowledge that for the purposes of the Act and GDPR, Answering Services is the data processor (the “Processor”) and the Customer is the data controller (the “Controller”) in relation to Customer’s personal data (“Personal Data”). The Controller hereby appoints the Processor with respect to processing activities undertaken in the course of the provision of receptionist services.

12.3 Answering Services and Customer acknowledge and agree that the Processor is subject to the following obligations:

12.3.1 The Processor shall comply with the relevant Data Protection Laws and must: –

  • only act on the written instructions of the Controller and ensure those acting under their authority so the same
  • ensure that people processing the data are subject to a duty of confidence
  • use its best endeavours to safeguard and protect all personal data from unauthorised or unlawful processing, including (but not limited to) accidental loss, destruction or damage
  • ensure that all processing meets the requirements of the GDPR and related Data Protection Laws
  • ensure that where a Sub-Processor is used, they: –
    • only engage a Sub-Processor with the prior consent of the Controller
    • inform the Controller of any intended changes concerning Sub-Processors
    • they implement a written contract containing the same data protection obligations as set out in these Terms
    • understand that any failure on the part of the Sub-processor to comply with the Data Protection Laws, the Processor remains fully liable to the Controller for the performance of the sub-processor’s obligations
  • assist the Controller in providing subject access and allowing data subjects to exercise their rights under the Data Protection Laws
  • assist the Controller in meeting its data protection obligations in relation to
    • the security of processing
    • data protection impact assessments
    • the investigation and notification of personal data breaches
  • delete or return all personal data to the Controller as requested unless not permitted to do so by law
  • make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in the relevant Data Protection Laws
  • tell the Controller immediately if they have done something (or are asked to do something) infringing on Data Protection Law
  • co-operate with supervisory authorities in accordance with GDPR Article 31
  • notify the Controller of any personal data breaches in accordance with GDPR Article 33

12.3.2 The Processor is responsible for ensuring that each of its employees, agents, subcontractors or vendors are made aware of its obligations regarding the security and protection of the personal data and the terms set out in this agreement.

12.3.3 The Processor shall maintain induction and training programs that adequately reflect the Data Protection Law requirements and regulations.

12.3.4 Any transfers of personal data to a third country or an international organisation shall only be carried out on documented instructions from the Controller; unless a legal requirement exists, the Processor shall inform the Controller of that legal requirement before processing.

12.3.5 The Processor shall maintain a record of all categories of processing activities carried out on behalf of the Controller, containing: –

  • the name and contact details of the Processor(s) and of each Controller on behalf of which the Processor is acting
  • the categories of processing carried out on behalf of each Controller
  • transfers of personal data to a third country or an international organisation, including the identification of that third country or international organisation and, the documentation of suitable safeguards
  • a general description of the technical and organisational security measures referred to in Article 32(1)

12.3.6 The Processor shall maintain records of processing activities in writing, including in electronic form and shall make the record available to the supervisory authority on request

12.3.7 When assessing the appropriate level of security and the subsequent technical and operational measures, the processor shall consider the risks presented by any processing activities, in particular from an accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

12.4 Answering Services and Customer acknowledge and agree that the Controller is subject to the following obligations:

12.4.1 The Controller is responsible for verifying the validity and suitability of the Processor before entering into a business relationship.

12.4.2 The Controller shall carry out adequate and appropriate onboarding and due diligence checks for all Processors, with a full assessment of the mandatory Data Protection Law requirements.

12.4.3 The Controller shall verify that the Processor has adequate and documented processes for data breaches, data retention and data transfers in place.

12.4.4 The Controller shall obtain evidence from the Processor as to the: –

  • verification and reliability of the employees used by the Processor
  • any certificates, accreditations and policies as referred to in the onboarding process
  • technical and operational measures used in safeguarding the Personal Data
  • procedures in place for allowing data subjects to exercise their rights, including (but not limited to), subject access requests, erasure & rectification procedures and restriction of processing measures

12.4.5 Where the Controller has authorised the use of any Sub-Processor by the initial Processor, the Controller must verify that similar data protection agreements are in place between the initial Processor and Sub-Processor.

12.4.6 Where the Controller has authorised the use of any Sub-Processor by the initial Processor, the details of the Sub-Processor must be added to a register of Sub-Processors.

12.5 The Controller and Processor acknowledge they understand and agree to the following specifics with respect to the Processor’s processing activities:

  • The Sub-Processors used by the Processor are noted in Answering Services’s Privacy Policy and include PayPal, vultr and Mailchimp and zoho and square, payment processing;
  • The Controller authorises the Processor to transfer certain Personal Data to other member entities of the wholly owned group to which the Processor belongs in order for receptionist services to be provided outside of local operating hours. These other member entities are located in Australia and the United States;
  • The nature and purpose of processing activities undertaken, types of Personal Data processed and security measures in place are all outlined in Answering Services’s Privacy Policy;
  • When the Processor handles phone calls on behalf of the Controller, the caller may provide Personal Data of their own to Processor (Answering Services) in the form of their contact details to be forwarded to Controller (Customer). In this instance, the caller is the controller and Answering Services the Processor and as Processor, Answering Services relies on the concept of “legitimate interest” (as defined in GDPR Article 6(1)(f)) in collecting this Personal Data and transmitting it to Customer;
  • The appointment by the Controller of the Processor will remain until terminated by either party in accordance with the notice periods outlined in section 10
  •  

13. LIMITATIONS OF LIABILITY

13.1 Disclaimer of Warranties. Customer acknowledges and agrees that Customer’s use of the Answering Services offerings is at Customer’s sole risk. To the maximum extent permitted by applicable law, the Answering Services Offerings are provided “as is” and “as available,” with all faults and without warranty of any kind, and Answering Services expressly disclaims all representations and warranties (whether express, implied, statutory or otherwise) regarding any Answering Services offerings or any other aspects of this agreement, including, without limitation, any warranties of title, satisfactory quality, non-infringement of third party rights, accuracy, quiet enjoyment, merchantability or fitness for a particular purpose, and any warranties arising out of any industry custom or course of dealing. Without limiting the foregoing, Answering Services makes no representations or warranties regarding the quality, accuracy or content of any information or messages received on behalf of the customer, and Answering Services does not warrant that any Answering Services offering will be free of mistakes, defects or inaccuracies, will be available without interruption, or will meet customer’s requirements.

13.2 Limitations of Liability. To the extent not prohibited by applicable law, and regardless of the theory of liability (contract, tort or otherwise), in no event will (a) Answering Services be liable under or in connection with this agreement for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for business interruption or loss of revenues, profits, business or data, even if Answering Services knew or should have known of the possibility of such damages, or (b) Answering Services’ aggregate liability under or in connection with this agreement exceed the total of all amounts paid by Customer to Answering Services for the Answering Services Offerings giving rise to liability applicable to the Paid Service Terms during which the events giving rise to the liability occurred.

The foregoing limitations will apply even if the above-stated remedy fails its essential purpose.

13.3 Essential Part of Bargain. Customer acknowledges that the disclaimers of warranties and limitations of liability set forth in these Terms are essential to the bargain between Customer and Answering Services and that Answering Services would not have been willing to enter into these Terms or to provide any Answering Services Offerings to Customer absent any such disclaimers or limitations.

13.4 Exceptions. The laws of some jurisdictions may not allow the exclusion of implied warranties or limitations on the applicable statutory rights of a consumer. If such laws apply to Customer, some or all of the warranty exclusions and limitations of liability set forth in these terms may not apply to Customer.

14. OTHER

14.1 Confidentiality. Each party must keep all Confidential Information of the other party confidential and secret at all times, only use and disclose that Confidential Information to the extent necessary for compliance with its obligations and duties in accordance with the provisions of this Agreement and must take all action necessary to maintain the confidential nature of the other party’s Confidential Information.

14.2 Disclosure required by law. A party may disclose the Confidential Information of the other party if legally compelled to do so by any judicial or administrative body in which case it must promptly inform the other party and take all reasonably available legal measures to avoid such disclosure.

14.3 Return or destruction of Confidential Information.  Each party must, on receipt of written notice from the other party requiring the return or destruction of any of the Confidential Information in the possession, custody or control of the relevant party:

(a) return to the other party or, at the option of the other party, destroy within 10 Business Days all Confidential Information, including all documentation and materials in its possession or under its control which in any way relate to or embody the Confidential Information together with any and all copies of extracts of the Confidential Information or related documentation;

(b) provide to the other party or, at the option of the other party, destroy within 10 Business Days all original and copy reports, notes and records prepared by it in relation to the Confidential Information; and

(c) where reasonably practicable, delete any Confidential Information that has been entered into a computer, database or other electronic means of data or information storage by it.

14.4 Definitions. For the purposes of this Agreement:

(a) “Business Days” means any day other than a Saturday, Sunday or public holiday in Northern Ireland or the United Kingdom.

(b) “Confidential Information” means, in respect of a party:

  • any confidential or commercially sensitive information regarding the business or the assets and affairs of that party; and
  • this Agreement and any or all of its terms.

15. DISPUTE RESOLUTION

15.1 Subject to section 15.9, a party must not start arbitration or court proceedings in respect of a dispute arising out of or in connection with this agreement (“Dispute“) unless it has complied with this section 15.

15.2 If any Dispute arises, the party claiming that a Dispute has arisen must notify the other party (giving details of the Dispute) and the parties will make every effort to resolve the Dispute by mutual negotiation followed by mediation in accordance with this section 15.

15.3 During the seven-day period after a notice is given under section 15.2 (or such longer period agreed to in writing by the parties to the Dispute) (the “Initial Period”), each party must use its best efforts to resolve the Dispute through mutual negotiation between a representative from each party with authority to agree to a resolution of the Dispute.

15.4. If the parties are unable to reach a resolution of the Dispute by mutual negotiation of their representatives by the end of the Initial Period, each party agrees that the Dispute must be referred for mediation in accordance with the laws of England and Wales.

15.5 The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.

15.6 Any information or documents disclosed by a party under this section:

(a) must be kept confidential; and

(b) may not be used for any purpose except to attempt to resolve the Dispute.

15.7 Each party must bear its own costs of complying with this section and the parties must bear equally the costs of the mediator.

15.8 If a party has complied with sections 15.1 to 15.4 and the Dispute has not been resolved within 21 days from the end of the Initial Period, then either party may terminate the dispute resolution process by giving written notice to the other party.

15.9 Nothing contained in this section will deny any party the right to seek injunctive relief from an appropriate court.

15.10 The dispute resolution procedures in this section will not apply where a party is entitled under this Agreement to immediately terminate this Agreement.

16. OTHER

16.1 Governing Law and Venue. This Agreement will be governed by and construed pursuant to the laws of England and Wales including Northern Ireland and the parties agree to submit to the jurisdiction of the Courts of England and Wales and Northern Ireland in connection with any dispute relating to this Agreement.

16.2 Force Majeure. If Answering Services is prevented from or delayed in complying with an obligation by an event beyond its reasonable control, performance by it of that obligation is suspended during the time compliance is prevented or delayed.

16.3 Severability. If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable.  If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

16.4 Waiver. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

16.5. Survival. Any indemnity or obligation of confidentiality in this Agreement is independent and survives termination of this Agreement.  Any other term which by its nature is intended to survive termination of this Agreement survives termination of this Agreement.

16.6 Assignment. Customer will not assign, whether in whole or part, the benefit of this Agreement or any rights or obligations under this Agreement, without the prior written consent of Answering Services, which will not be unreasonably withheld.

16.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

16.8 Notices to Customer. Any notice from Answering Services to Customer required, permitted or otherwise contemplated by these Terms may be provided by Answering Services to Customer by email, text message, message in the client portal on the Answering Services website, telephone or voicemail message.

Last updated: 16 March 2023

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