These General Terms and Conditions ("GTCs"), together with the Supplemental Terms, (collectively the "Agreement") are between You and Placetel, and govern Your use of the Placetel Service.
In the event of any inconsistency between the terms set out in these GTCs and the Supplemental Terms, the Supplemental Terms shall take precedence (in descending order of priority, as set out in Section 15), followed by these GTCs.
These GTCs and the Supplemental Terms apply to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
By clicking ‘accept,’ by submitting an Order through the Customer Portal, or by using the Placetel Service, You agree to the terms of this Agreement. If You do not have authority to enter into this Agreement, or if You do not agree with its terms, do not click ‘accept’, do not submit an Order and do not use the Placetel Service.
Table of Contents
Section 1. Placetel Services
Section 2. Fees
Section 3. Invoicing and payment
Section 4. Your Use of the Placetel Service
Section 5. Confidential Information and Data
Section 6. Ownership and Licensing
Section 7. Hardware
Section 8. Indemnification
Section 9. Warranties
Section 10. Availability
Section 11. Disclaimer
Section 12. Limitation of Liability
Section 13. Term and Termination
Section 14. General Provisions
Section 15. Definitions
a. We provide the Placetel Service(s), as described in the applicable Product Specific Service Description and Product T&Cs.
b. We may modify and enhance the Placetel Service(s) (including any applicable service level agreement/objectives) from time to time, including in order to implement service improvements or to comply with changes in law or regulatory requirements, provided we do not materially reduce the core functionality of the Placetel Service(s).
c. We may cease providing a Placetel Service in accordance with Section 13.g.
a. The Fees applicable to the Placetel Services and any Hardware supplied by Placetel pursuant to these GTCs are set out in the Order and the Price Lists.
b. You agree to pay the Fees set out in the relevant Order and Price Lists (as applicable) together with any additional charges that arise pursuant to the Agreement, or through the authorised or unauthori¬sed use of the Placetel Services by any third party (to the extent that You are responsible for such use.)
c. The Fees are exclusive of VAT (if applicable) which will be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and must be paid by You against receipt of a valid VAT invoice in respect thereof.
d. You agree that the Fees are subject to change in the following instances:
i. in the event of a change to VAT. Should a change to VAT occur within a billing period, Placetel shall provide two separate invoices: one for the period from the beginning of the billing period up to the change in VAT, and another from the change in VAT until the end of the relevant billing period;
ii. in the event of an increase of greater than 5% in Placetel's cost of providing the Placetel Services (including, without limitation, as a result of a change in law or regulation, or an increase in the charges imposed by any third party supplier), provided that Placetel will provide You with not less than one month's notice of the relevant change;
iii. in the event Fees are changed as the result of a regulatory decision to which they are subject; and
iv. in any other circumstance set out in the applicable Product T&Cs, Product Specific Service Description and/or Price List.
a. Fees will be invoiced in accordance with the terms set out in the relevant Product T&Cs and, unless otherwise specified in the Product T&Cs, invoices will be sent via email to the email address saved to your Placetel account.
b. Each invoice will set out the Fees together with any applicable credits or refunds payable by Placetel.
Fees must be paid in accordance with the payment terms set out in the relevant Product T&Cs.
c. Should you overpay any Fees, such funds will be credited to the next invoice.
d. If You fail to pay the Fees in accordance with this Section 3, Placetel may charge interest on the overdue amount at a rate of 3% above the base rate of the Bank of England from time to time in force from the date on which the Fees fell due until payment, whether before or after judgment.
e. Placetel may at any time and without notice, set off any Fees payable by You against any credits or refunds payable to You by Placetel under or in relation to this Agreement. The exercise by Placetel of its rights under this Section shall be without prejudice to any other rights or remedies available to Placetel under these GTCs or otherwise.
f. You must raise any good faith dispute in relation to the Fees payable by You as soon as possible, but in any event, within four (4) weeks following receipt of the relevant invoice. Any dispute that You seek to raise in relation to the Fees after this period will be invalid.
g. Fees for the Placetel Service are non-refundable. If Your use of the Placetel Service(s) exceeds the use that You have contracted for (as set out in the Order), You agree to pay for Your excess use, in accordance with the applicable Price List.
a. Customer Portal. As a Placetel customer, You will be provided with an account on the Customer Portal. Your account will include all information relevant to the contractual arrangements between us (including invoices).
b. Orders for Placetel Services and Hardware. You may submit Order for the Placetel Services or any Hardware through the Customer Portal. Each Order is an offer by You to buy the Placetel Services or Hardware specified in the Order, subject to the terms of the Agreement. You are responsible for ensuring that Your Order is complete and accurate. Placetel’s acceptance of Your Order takes place on the earlier of the date on which: (i) Placetel makes the Placetel Service available for Your use; or (ii) Placetel sends an email to You to accept it, at which point, a contract between You and Placetel for the relevant Placetel Services and/or Hardware will come into existence. Placetel reserves the right to reject any Order for Placetel Services or Hardware in its absolute discretion.
c. Your use of the Placetel Services. You may use the Placetel Services (and may permit your Authorised Users to use the Placetel Services) during the applicable Service Term for Your internal business use only, in accordance with the applicable Supplemental Terms and the Documentation.
d. Restrictions on use. You will not (and you will procure that Your Authorised Users will not): (i) interfere with the Placetel Service, other customers’ access to the Placetel Service, or with the security of the Placetel Services; (ii) sell, resell, or distribute the Placetel Service; (iii) make the Placetel Service available to third parties as a managed or network provisioned service; (iv) cause an unusual spike or increase in Your use of the Placetel Service that Placetel determines negatively impacts its operating capability; (v) facilitate the attack or disrupt the Placetel Service, including denial of service ("DoS") attack, unauthorized access, pen testing, monitoring crawling, or distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); (vi) submit any information that is not expressly required and/or contemplated in the applicable Documentation; (vii) use the Placetel Content with third party products or service offerings that Placetel has not identified as compatible with the Placetel Service, extract Placetel Content or provide Placetel Content to a third party; or (viii) use the Placetel Service in breach of applicable Law or to conduct any unlawful activity (including, without limitation, the making of unsolicited marketing calls). You must take reasonable steps to prevent unauthorised access by third parties via Your Systems, and notify Placetel immediately of any actual suspected improper or unauthorised access to the Placetel Systems.
e. Responsibility for Customer Data and Credentials. You are responsible for the accuracy and quality of Your Customer Data, the means by which You acquired Your Customer Data and Your use of Your Customer Data with the Placetel Service(s). You will keep all account information up-to-date, use reasonable means to protect Your account information, passwords and other login credentials for the Placetel Service, and promptly notify Placetel of any known or suspected unauthorized use of or access to Your account. You are responsible for backing up all your Customer Data.
f. Use by Authorized Users. You may allow your Authorised Users to use the Placetel Service solely on Your behalf, for Your internal business operations. You are responsible for ensuring that all Authorized Users comply with the terms of the Agreement and You will be liable for any breach of the Agreement by Your Authorized Users.
g. Emergency and remote calls. You must inform Authorised Users that emergency services called via the Placetel Services may not be able to automatically identify their location if an emergency call is made from a location outside of the Business Location. You are solely responsible for any additional Fees which result from emergency calls being made using the Placetel Services, from outside of the Business Location.
h. System Requirements. You acknowledge that the use of the Placetel Services requires a suitable internet connection and that You are responsible for ensuring that You have a suitable internet connection. The minimum system requirements with which You must comply (at Your own cost) (“Minimum System Requirements”) are set out in the Product Specific Service Description. You shall be responsible for selecting, obtaining and maintaining such Minimum System Requirements, and you acknowledge that your failure to comply with the Minimum System Requirements may affect the performance or operation of the Placetel Services.
i. Other Numbers. Should You wish to use a different telephone number to the one that has been provided by Placetel to use the Placetel Services, you must notify Placetel immediately. You warrant that you have all relevant rights and interests to instruct Placetel to switch your telephone number over to the new number. The Fees for using a different telephone number to the one allocated to you by Placetel are as set out in the Price List.
j. Premium and Freephone Numbers. If you offer access to any premium numbers or freephone numbers (numbers beginning 0800 and 0808) to third parties for specific services, (“Premium Services” or “Freephone Services”), you are solely responsible for the Premium Services or Freephone Services, and warrant that these services comply with applicable Law (including applicable competition law) and do not violate the rights of any third parties. In offering the Premium Services or Freephone Services, you are prohibited from representing that the Premium Services or the Freephone Services are associated with, or offered by Placetel.
k. Third Party Products. If You use the Placetel Service in conjunction with third party products, You are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at Your risk. Placetel does not provide support or guarantee ongoing integration support for products that are not a native part of the Placetel Service.
a. Confidential Information. Recipient will hold in confidence and use no less than reasonable care to avoid the disclosure of any Confidential Information to any third party, except for its employees, affiliates and contractors who have a need to know such information in connection with this Agreement, and are under written confidentiality obligations no less restrictive than the terms set forth in this Section. Recipient will be liable for any breach of this Section by its employees, affiliates and contractors. Recipient’s nondisclosure obligation will not apply to information which: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required pursuant to a regulation, law or court order; provided that, Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.
b. Data processing. Placetel processes personal data and telecommunications data in accordance with Placetel’s Privacy Statement as available at www.placetel.com/gb/privacy-policy and any applicable Data Processing Agreement.
a. What You Own. As between us, You retain ownership of any intellectual property rights subsisting in the Customer Data. You authorize Placetel to use feedback and ideas You provide in connection with Your use of the Placetel Service for any purpose.
b. What We Own. Placetel and its licensors retain ownership of all intellectual property rights in and to Placetel Content, the Placetel Service and all underlying technology and associated Documentation related thereto.
c. Software License & Restrictions. To use the Placetel Service, You may be required to download and install Placetel software (“Software”). Unless specified otherwise in the applicable Product T&Cs, Placetel grants You a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software solely to the extent necessary to use the Placetel Service. The Software may contain code that is subject to its own license terms. You may not and may not allow a third party to modify, reverse engineer, decompile, or otherwise attempt to derive the source code for the Software, or create derivative works of the Software except as legally permitted for interoperability purposes.
d. Beta and Trial Versions. Beta versions of Placetel products may contain bugs, errors, or other issues. Therefore, they may not be used in Your production environment(s), except as otherwise permitted by Placetel in writing. If we provide You access to generally-available Placetel products for limited, temporary trial use, Your use is permitted for the period limited by the license key or by Placetel in writing. If there is no period identified, any trial use will expire thirty (30) days after the product is available to You. If You fail to stop using the Placetel Service by the end of the trial period, You will be invoiced for the list price of the product. Notwithstanding the foregoing, Placetel, in its discretion, may end the beta or trial at any time, at which point, You will no longer have access to any related data, information, and files and You should immediately cease any further use. Furthermore, any products provide free of charge, beta and trial products are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and Placetel will not have any liability relating to Your use of the Placetel products.
To use the Placetel Services, You may need to purchase or rent Hardware as part of an Order. The terms relating to the purchase or rental of Hardware are set out in the relevant Product T&Cs.
a. Placetel Indemnities. Placetel will defend any claim or threatened claim against You that any Placetel Service provided under this Agreement infringes a third party's patent, copyright or registered trademark (the “IP Claim”) during the term of Your valid use and, subject to Sections 12.b.and 12.d., will indemnify You against the final non-appealable judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You will: (i) promptly notify Placetel in writing of the IP Claim; (ii) fully cooperate with Placetel in the defence of the Claim; and (iii) grant Placetel the right to exclusively control the defence and settlement of the IP Claim and any subsequent appeal. Placetel will have no obligation to reimburse You for attorney fees and costs incurred prior to Placetel's receipt of notification of the IP Claim. You may retain Your own counsel, at Your own expense.
b. Additional Remedies. If an IP Claim occurs, or if Placetel reasonably believes a claim is likely to occur, Placetel will procure for You the right to continue using the Placetel Service, or replace or modify the Placetel Service with functionality that is at least equivalent. If Placetel determines those alternatives are not reasonably available, upon Placetel's notice/request, Placetel will be entitled, at its option, to terminate the Agreement or the affected Placetel Services. Upon termination of the Agreement or the affected Placetel Services (as applicable) pursuant to this Section 8.b., You will immediately cease using the Placetel Service and Placetel will return any Fees You paid in advance for the remaining term of the Placetel Service(s).
c. Exclusions. Notwithstanding Sections 8a and 8b, Placetel has no obligation for any IP Claim based on: (i) compliance with any designs, specifications, or requirements You provide (or a third party provides on Your behalf, including a Placetel Partner); (ii) Your modification of any Placetel Service or modification by a third party on Your behalf (including a Placetel Partner); (iii) the amount or duration of use made of the Placetel Service, revenue You earned, or services You offered; (iv) combination, operation, or use of a Placetel Service with non-Placetel products, software or business processes; (v) Your failure to modify or replace a Placetel Service as required by Placetel to avoid the alleged infringement; or (vi) Your use of the Placetel Service in breach of the terms of the Agreement.
d. Sole and Exclusive Remedy. This Section 8 states Placetel’s sole and exclusive obligation and Customer’s exclusive remedy for intellectual property rights infringement.
e. Your Indemnities. You will indemnify Placetel, its Affiliates and its Representatives from and against any loss, damage, fines, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind suffered or incurred in connection with: (i) any breach by You of Section 4.c. (Your use of the Placetel Services), Section 4.d. (Restrictions on Use), Section 4.e. (Customer Data and Credentials), Section 4.f. (Use by Authorized Users), Section 4.g. (Emergency and Remote Calls), Section 4.i. (Other numbers), Section 4.j. (Premium and Freephone Numbers) or Section 4.k. (Third Party Products); (ii) any third party claim arising out of Your use of the Services in breach of the terms of the Agreement; and (iii) any third party claim arising out of the use of Premium Services provided by you (with (iii) and (iv) being “Third Party Claims”). In the event of any Third Party Claim, Placetel will: (i) promptly notify You in writing of the Third Party Claim; (ii) fully cooperate with You in the defence of the Third Party Claim (at Your cost); and (iii) grant You the right to control the defence and settlement of the Third Party Claim and any subsequent appeal in consultation with Placetel. You must obtain Placetel’s consent before any settlement is made in respect of any Third Party Claim.
a. General Warranties. Each party represents and warrants that it is duly incorporated and validly existing under the laws of the country of its incorporation and has the requisite power and authority to enter into the Agreement and to perform the obligations contemplated by the Agreement.
b. Placetel Services Warranty. Unless otherwise provided in an Order or in the applicable Product T&Cs or Product Specific Service Description, Placetel warrants that it will provide the Placetel Service using commercially reasonable skill and care. You must promptly notify any possible breach of this warranty to Placetel in writing. As Your sole and exclusive remedy, Placetel will, at its option, either repair or replace the affected Placetel Service(s) or refund of the Fees paid to Placetel for the period in which the Placetel Service did not comply with the relevant warranty.
c. Exclusion of Implied Warranties. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Agreement, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
a. Time for performance. You acknowledge that any timescales for performance provided under the Agreement are estimates only.
b. Availability. Placetel will use all reasonable endeavours to meet any service availability requirements outlined in the relevant Product T&Cs and/or Product Specific Service Description.
Disclaimer. The Placetel Services are offered to business customers only, and are not available to customers who are purchasing the Placetel Services outside of their trade, business or profession. Placetel may terminate the Agreement immediately in the event that it becomes aware that You have purchased the Placetel Services in the capacity of a consumer.
a. Unlimited liability. Nothing in these GTCs shall operate so as to exclude or limit the liability of either party to the other for (i) death or personal injury arising out of negligence; (ii) fraud; or (iii) any other liability that cannot be excluded or limited by law.
b. Liability Caps. Subject to Section 12a. and except for any amounts due to Placetel for the Placetel Service, each party’s total aggregate liability under or in relation to the Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) or breach of statutory duty, shall not exceed an amount equal to the Fees paid or payable by You under the Agreement during the twelve (12) month period immediately preceding the initial claim (or, for a claim arising before the first anniversary of the Commencement Date, the amount paid or payable for the first twelve (12) month period of this Agreement).
c. Liability under indemnities. Your liability in respect of any indemnity that You give under the Agreement is unlimited, and accordingly the limitations and exclusions set out in this Section 12 will not apply in relation to such liability.
d. Other limitations of liability. In no event will either party be liable for any: (i) indirect, incidental, exemplary, special or consequential damages; (ii) loss or corruption of data or interrupted or loss of business; or (iv) loss of revenues, profits, goodwill or anticipated sales or savings, arising out of or in relation to the Agreement, even if the first party was aware of the possibility that such loss or damage might by incurred by the other party.
a. Agreement Term. The Term of this Agreement commences on the date you clicked ‘accept’ and agreed to the Terms of this Agreement ("Commencement Date"), and will continue until terminated in accordance with its terms or the term of this Agreement commences upon the date that Placetel first accepts an Order for Placetel Service(s) in accordance with Section 4.b.
b. Service Commencement. The Placetel Service(s) shall commence on the date that Placetel accepts Your Order for the applicable Placetel Service(s) in accordance with Section 4.b..
c. Service Term. Each Placetel Service shall continue for the initial term specified in the relevant Order (“Initial Term”), or if no Initial Term is specified in the relevant Order, on a monthly rolling basis, until the Order for the relevant Placetel Service(s) is terminated in accordance with the Agreement] ("Service Term").
d. Termination for convenience. If no Initial Term has been agreed, either party may terminate the Agreement (in whole, or by reference to a specific Placetel Service or Order) at any time and without liability to the other, by providing the other party with not less than thirty (30) days’ written notice before the end of the then-current term. If either party terminates a specific Placetel Service or Order under this subsection, all other Placetel Services and Orders will continue in full force and effect.
e. Renewal. If an Initial Term has been agreed, then upon expiry of the Initial Term, the Service Term will automatically renew on a monthly rolling basis, until terminated by either party in accordance with this Section 13.e. (or otherwise in accordance with this Agreement). Either party may terminate the Agreement (in whole or by reference to a specific Placetel Service or Order) without liability to the other, by providing the other party with not less than thirty (30) days’ written notice before the end of the Initial Term or the then-current monthly term (such notice not to expire before the end of the Initial Term or the then-current term).
f. Suspension and Termination.
(1) Termination for Material Breach. If a party materially breaches this Agreement and does not cure that breach within thirty (30) days after receipt of written notice of the breach (or if the breach is not capable of being remedied), the non-breaching party may terminate this Agreement (including all Orders for Placetel Services) with immediate effect by giving notice in writing to the other party.
(2) Warning Notice, Suspension and Termination by Placetel. Placetel also has the right, at its option, to (i) provide a warning following any breach by You of this Agreement (“Warning”); to (ii) immediately suspend Your use of the Placetel Services if: (a) Placetel reasonably determines that such suspension is necessary to avoid any harm or damage to the Placetel network or is otherwise required for the security or integrity of the Placetel network; or (b) You are in breach of your obligations under Section 4.e. (Responsibility for Customer Data and Credentials), Section 4.f (Use by Authorized users) or Section 4.j. (Premium and Freephone Numbers); or (iii) immediately suspend or terminate Your use of the Placetel Services if: (a) You are in breach of your obligations under Section 4c (Your Use of the Placetel Services) or Section 4.d. (Restrictions on Use); (b) payment of any sum due under the Agreement is overdue for at least ten (10) calendar days; or (c) if you have not remedied the breach being the subject of a Warning in two (2) working days. Payment obligations will not be suspended in the event of a suspension of Placetel Services under Section 13.d.(2).
(3) Placetel Termination Rights. Placetel may terminate the Agreement by providing You with notice in writing:
i. immediately, if, where applicable, You have not deposited or prepaid any Fees in accordance with the relevant Product Specific T&Cs within two (2) weeks of Placetel's notice that such deposit or prepayment is required; or
ii. on reasonable notice, if Placetel determines (acting reasonably) that such termination is necessary to comply with a law, regulation, or court or administrative order or ruling; or
iii. on reasonable notice, if an ‘excessive use’ of Placetel services makes it impossible to provide the services economically, which allows Placetel to charge for the excessive use and/or to terminate the agreement.
(4) Other Termination Rights. The Agreement may be terminated by either party by providing notice in writing:
i. if the other party is subject to an Insolvency Event; and
ii. in accordance with Section 14.b.
(5) Consequences of Termination. Upon termination or expiration of the Agreement, each party's further rights and obligations under the Agreement will cease and You must cease any further use of the Placetel Service (and, where applicable, destroy any copies of Software within Your control). Upon any termination for Placetel’s material breach of the Agreement, we will refund to You any prepaid Fees covering the period from the effective date of termination to the end of the Service Term. If Placetel terminates the Agreement pursuant to Section 13.f.(1), Section 13.f.(2) or Section 13.f.(3)i., You will pay any unpaid Fees covering the period from the effective date of termination to the end of the applicable Service Term.
g. End-of-Life. Placetel reserves the right to end-of- life ("EOL") the Placetel Service by providing prior written notice on [Placetel.com/the Customer Portal]. When it becomes subject to EOL before the expiration of Your then-current Service Term, Placetel will use commercially reasonable efforts to transition You to a substantially similar Placetel Service.
h. Survival. The following Sections, together with any other provisions of these GTCs which are necessary for the interpretation or enforcement of the Agreement shall survive the expiration or termination of this Agreement: Sections 2 (Fees), 3 (Invoicing and payment), 5 (Confidential Information and Data), 6.a. and 6.b. (Ownership and Licensing),_8 (Indemnification), 12 (Limitation of Liability), 13 (Term and Termination)_and 14 (General Provisions).
a. Assignment and Subcontracting. You may not assign this Agreement without Placetel’s express written consent and any attempt to do so is a material breach of this Agreement. Placetel may subcontract the performance of the Placetel Service to third parties or its Affiliates, but any such subcontract will not relieve us of any of its obligations under this Agreement.
b. Changes to the Agreement. As our business evolves, we may amend this Agreement or any of its components (except an Order). Changes to the Agreement will only apply to Orders accepted by Placetel and, in respect of existing Orders, renewals effectuated after the date of the change. Placetel will inform You about substantial changes to the Agreement (including an Order) and the consequences of such changes in writing (which includes email) at least one month in advance of the changes coming into effects (“Notification”). If you object to the change within one month of your receipt of a Notification, then save where the change arises as a result of the circumstances outlined in Section 2.d.(i), Section 2.d.(ii), or Section 2.d. (iii), either party may terminate the Agreement. If you do not object within one month of your receipt of a Notification, you will be deemed to have accepted the change. For the avoidance of doubt, You will not be entitled to terminate the Agreement as a result of a change in the Fees resulting from the circumstances outlined in Section 2.d.(i), Section 2.d.(ii), or Section 2.d.
c. Placetel Partner Transactions. If You are introduced to the Placetel Services by a Placetel Partner, You acknowledge and agree that: (i) the terms of this Agreement apply to Your use of the Placetel Services; (ii)the terms of this Agreement prevail over any inconsistent provisions in any contract between You and the Placetel Partner (“Placetel Partner Contract”) (to the extent that it pertains to the Placetel Services); and (iii) the Placetel Partner shall have sole responsibility for, and Placetel shall have not liability whatsoever to You in respect of, any goods and/or services to be provided to You pursuant to the Placetel Partner Contract.
d. Publicity. You agree that Placetel may publicly identify You as a customer and include the Your business name and logo on Placetel’s website and other promotional and marketing materials. You also agree to act as a case study and speak with potential Placetel customers on a reasonable basis.
e. Export. Placetel products, technology and services (including the Placetel Services) may be subject to U.S. and local export control laws and regulations governing use, export, re-export, and transfer (“Export Controls”). You and Placetel will each comply with such Export Controls and, where applicable, will obtain all required U.S. and local authorizations, permits or licenses.
f. Compliance with Laws. You will comply with all applicable Laws related to Your receipt and use of the Placetel Service. You must ensure You have the right to use all features of the Placetel Service in Your jurisdiction. Placetel will comply with all applicable Laws when providing the Placetel Service. We may restrict the availability of the Placetel Service in any particular location or modify or discontinue features to comply with applicable Laws. Placetel may also share information as necessary to comply with applicable Law.
g. Complaints handling. Any complaints or disputes arising in relation to the Agreement will be dealt with in accordance with Placetel's Complaints Handling Policy.
h. Governing Law and Venue. This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with English law. The parties agree to submit any dispute arising out of or in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales (including any dispute or claim relating to non-contractual obligations).
i. Third Party Beneficiaries. A person who is not a party to the Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
j. Notices. Placetel may provide you with notice by email, to the email address specified by You in your customer account, by hand, recorded mail or (where relevant) airmail, and/or by posting on the Customer Portal. Notices to Placetel should be sent to email@example.com. Notices shall be deemed to be received as follows: (i) if posted on the Customer Portal (in the case of notices from Placetel) – the first business day after the date of posting; (ii) if sent via email – the first business day after the date sent (without any undeliverable notification being returned), (iii) if by hand – the date delivered to the notified Party, (iv) if via recorded mail – the 2nd business day after the date of sending, and (v) if via airmail – the 7th business day after the date sent.
k. Force Majeure. Neither You nor we will be responsible for failure of performance due to an event beyond the affected party’s reasonable control, including accidents, severe weather events, acts of God, actions of any government agency, industrial action, interruption to the power supply, pandemic, acts of terrorism, or the stability or availability of the Internet or portions thereof (“Force Majeure Event”). The party whose performance is impacted by the Force Majeure Event will notify the other party as soon as possible after the occurrence of the relevant Force Majeure Event. Nothing in this Section shall affect either party's payment obligations.
l. No waiver. No failure or delay in enforcing any right, power or remedy under the Agreement will not constitute a waiver of that right, power or remedy.
m. Severability. If any provision, or part of a provision, of the Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision will be deemed not to form part of the Agreement, and the legality, validity or enforceability of the remainder of the provisions of the Agreement will not be affected, unless otherwise required by operation of applicable laws. The parties must use all reasonable endeavours to agree within a reasonable time any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question.
n. Entire Agreement. These GTCs, together with the Supplemental Terms constitute the entire agreement between the parties in relation to their subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter. Each party acknowledges that in entering into the Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of the Agreement at any time before its signature (together, "Pre-Contractual Statements"), other than those that are set out expressly in the Agreement. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements but for this Section. Nothing in this Section will exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
“Affiliates” means Placetel and each of (i) its subsidiaries, (ii) its holding companies and (iii) every subsidiary of each such holding company, in each case from time to time and as each of these terms is defined in the Companies Act 2006.
“Authorised User(s)” means the individuals that You authorise to access the Placetel Service, including Your employees or third parties that access the Placetel Service solely on Your behalf for your internal business operations.
“Business Location” means the location assigned by You to the relevant Placetel Service in accordance with the requirements of the Product Specific Service Description (or where no such location is assigned by You, the location identified on an Order at which specific Placetel Services will be provided).
“Commencement Date” is defined in Section 13.a.
“Confidential Information” means non-public proprietary information (in any form and whether or not marked as confidential) of the disclosing party (“Discloser”) obtained by or disclosed to the receiving party (“Recipient”) in connection with this Agreement, which: (i) is marked confidential; or, (ii) is information which by its nature should reasonably be considered confidential.
“Customer Data” means all information and data (including personal data) that You or an Authorized User provides or transfers to Placetel or that the Placetel Services collects from You, Your Authorized User(s) or Your system(s), in connection with Your use of the Placetel Service, including but not limited to data related to those Authorized Users. Customer Data does not include Telemetry Data.
“Customer Portal” means the online portal through which You can access your account (as more particularly described in the Product Specific Service Description.
“Documentation” means the Placetel user or technical manuals, training materials, specifications, privacy data sheets, or other information applicable to the Placetel Service.
“Fees” means all fees paid or payable under this Agreement in connection with the Placetel Services and/or the provision of any Hardware.
“Hardware” means any physical equipment provided by Placetel pursuant to an Order.
“Initial Term” is defined in Section 13.c.
“Insolvency Event” means in respect of each party: (a) that party becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits its inability to pay its debts or becomes insolvent; (b)a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of that party; (c) an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to that party and/or over all or any part of the assets of that party; or (d) that party enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors) generally; or (e) any event occurs in relation to a party in any jurisdiction, which corresponds to or has an effect equivalent or similar to any of those stated in paragraphs (a) to (d).
“Laws” means any and all of the following, as applicable to a party and/or the performance or receipt of the Placetel Services: (i) any statute, regulation, determination, by-law, declaration, ministerial direction or other subordinate legislation; (ii) the common law and laws of equity; (iii) any binding court order, judgment or decree; (iv) any industry code, policy or standard; or any direction, policy, rule or order that is binding on a party and that is made or given by any Regulatory Body.
“Minimum System Requirements” is defined in Section 4.h.
“Order” means an ordering document (including a web or other electronic form) submitted to Placetel through the Customer Portal that specifies at least the duration, type/product ID (PID) and quantity of the Placetel Service to be provided and the associated Fees.
“Placetel” “we,” “our” or “us” means BroadSoft Germany GmbH, Lothringer Straße 56, 50677 Cologne, registered with the District Court of Düsseldorf (HRB 80257)or its applicable Affiliate(s).
“Placetel Content” means any Placetel-provided content or data including, but not limited to, geographic and domain information, rules, signatures, threat intelligence or other threat data feeds, suspicious URLs and IP address data feeds.
“Placetel Partner” means a Placetel authorized sales agent or systems integrator.
“Placetel Partner Contract” is defined in Section 14.c.
“Placetel Service(s)” means the services to be provided by Placetel to You, as set out in the Order and as more particularly described in the Supplemental Terms (including, without limitation, the Product T&Cs and the Product Specific Service Description).
“Price List” means Placetel's current price list from time to time which is located at.
“Product Specific Service Description” means the description of the applicable Placetel Service(s). The Product Specific Service Descriptions are located at.
“Product T&Cs” means the current version of the Product Specific Terms and Conditions for the relevant Placetel Service(s). The Product T&Cs are located at.
“Regulatory Body” means any person or professional body or law enforcement agency anywhere in the world having regulatory, supervisory or governmental authority (whether under a statutory scheme or otherwise) to regulate, investigate or influence all or any part of the Placetel Services or all or any part of the businesses, assets, resources, operations or employees of You or Placetel including, without limitation, the UK Information Commissioner and Ofcom.
“Renewal Term” is defined in Section 13.e.
“Representatives” means all directors, officers, employees, staff, contractors, consultants, agents, officers, workers, contractors and sub-contractors of either of the Parties or any of their agents, contractors and sub-contractors.
“Service Term” is defined in Section 13.c.
“Supplemental Terms” means:
• The Order;
• The Product T&Cs;
• The Product Specific Service Description;
• The Data Processing Agreement; and
• The Price Lists.
“Telemetry Data” means all information and data that the Placetel Service generates in connection with Your use, including but not limited to, network policy, log and configuration information; threat intelligence data, URLs, metadata or net flow data; origin and nature of malware; the types of software or applications installed on a network or an endpoint; information about the devices connected to a network; information generated by sensors, devices and machinery; information related to the usage, origin of use, traffic patterns or behaviour of the users of a network or Placetel Service; and information relating to the existence of cookies, web beacons, and other similar applications.
“You” or “Your” means the individual or legal entity purchasing the Placetel Service and /or Hardware.
“Your Systems” means any of Your systems or third party service provider systems which you use to integrate or otherwise connect with the Placetel Service(s).