TERMS AND CONDITIONS OF USE

1. GENERAL TERMS

Purpose
SimplePBX.com, Simplecall.com, SNDL.co.ukare websitesand associated smartphone applications owned and operated by Zamir Telecom Limited, Company Registration 5286517 (England and Wales), 5 Greenwich View Place, London E14 9NN, referred to as “we, us, the Provider”.
The terms herein are what you, the customer (referred hereafter as you, the client, the customer, the user, the business), will be bound to with us.

Using our website
These terms and conditions, privacy policy and refund policy are binding upon anyone who continues to use the site or any of SimplePBX’s offered services. Please note that continued use of our sites and services constitutes agreement on all points. If you do not agree to any of the Terms, you are advised to immediately cease use of the same.

Our Services
We currently offer several types of services described in more details in the appendices.
Depending on what services you may subscribe or contract, each service will have its details and specific terms contained in that service agreement as per the appendices. If any provision of that service agreement is in conflict with these general terms, the service agreement will prevail.

Amendments
These terms may be amended unilaterally by SimplePBX at any time without consultations. If there are any changes made to these terms we will notify the same at the top of this page for a period of 7 days and it is up to you, the user, to stay abreast of any revisions by checking these terms from time to time. By your continued use of our website and services, you will be considered as having accepted any such changes without reservations.

Creating an Account
By subscribing to our services, you warrant that you are at least 18 years of age and are of sane mind. You must sign up to our site using a valid personal or business email address, your business legal name, current address, your name, address and contact details of a director who is authorised to enter upon binding agreement with us and any other information required when indicated. We will use the email address you provide for primary communication. Wemay refuse any account application at our discretion.

You certify that all details you enter are true and correct. You are advised to keep your passwords secure. We reserve the right to restrict your access or indefinitely block your account if: you are in breach of any of the Terms herein; we are unable to verify any information you provide; or we believe that your actions may cause any loss or liability to us or our users.

You specifically waive any and all liability to us in relation to your use of our website and the services provided by SimplePBX.com

Acceptance of Terms
THE CLIENT AND THE COMPANY SHALL BE BOUND BY THE TERMS OF THE CONTRACT WHEN THE COMPANY ISSUES WRITTEN ACCEPTANCE OF THE CLIENT’S ORDER FORM.

Third Party Links and Services
We may provide third party links to improve user experience. Commentary and material placed on our website are not intended to amount to advice on which reliance should be placed. We also do not guarantee the accuracy of third party services and representations. It is up to you to review the individual terms and conditions of any of third party services provided through this website, and we will not be responsible for the option you choose, if it transpires in the future that you don’t like that service or could have better availed of a different option.

Protection of Personal Data
Personal data provided by you to our website will at all times be kept in the strictest confidence and with the highest level of safety as outlined in our privacy policy and in compliance with all data protection laws.

Other products
Telecommunication services: We offer software, hardware PBX, monitoring solution and IP Telephones which are IP enabled desktop phones, & mobile SIMs to use with your chosen package.

Network Trunking Services: Network and Trunking Services are outsourced and completed by third parties. SimplepBX will not be liable for any or all activities causing loss of any type to the customer which arises from any third- party use.

We may also provide services offered by our preferred suppliers e.g. Simple Networks and Distributions Limited, Fast Track Money Transfer Limited, SimpleCall.com and others.

Equipment Warranty
There is no warranty provided for any equipment manufactured by third party company. Warranty will be provided for 1 year for replacement of On-Site PBX hardware sold by Simplepbx.com. If after 1 year the equipment needs replacement, the customer will pay for the equipment at a 20% reduced price during the term of the contract.

1.1 Quotations, Billing and Other Costs

1.1.1  Quotations provided through this website are offers made to you in reliance on the information you have provided. Once you accept the quote and make payment it becomes an agreement for service. We however reserve the right to change the quotation should any of the information supplied transpires to be inaccurate.

1.1.2  Billing:  Services for calls and Sip Trunking are billed monthly in arear unless otherwise indicated by the order acceptance confirmation. PBX line rentals, Broadband and Landline line rentals are billed quarterly in advance where Usage billed on monthly basis. All payments are due within 7 days of the invoice being raised.We shall send invoices by electronic medium. Invoices in hard copy by post will be charged at a fee.

1.1.3  Direct Debit:  You must sign a direct debit form and keep the mandate updated for the Term of the contract.

1.1.4  Engineer Call Out Charges:  For maintenance of phones, routers, PBX system or network configuration or setup or update, there is a call out charge of £60+VAT per hour with the minimum charge being an hour.. The Charge is payable with monthly bill. Any change of configuration and setting up services will be charged at £50 per hour (minimum charge being half an hour ( £25).

1.1.5  Failure to pay:  Any failure to make payment within due date will be construed as a breach of contract if not remedied within 7 days from date of default. Service may be unavailable or barred if payment is not received after 14 days of the date of invoice or 7 days after failure of Direct Debit. A failure of payment for a service may be construed as breach for all services provided under the Master Service Agreement and may therefore affect availability of these services.

1.1.6  Refund:  We will endeavour to ensure that you are 100% satisfied with the services provided. If you are not satisfied with the service or your services are interrupted to the extent that you cannot continue regular business activities, you must raise a ticket using our website which we will respond to within one working day.

In case of service, in the event we are unable to restore the services within 7 days, you will be entitled to a proportionate refund for services paid for but not rendered other than for an interruption caused by a force majeure event.

If you are not satisfied with one of our products, you may replace or get refund of the product within 30 days of the purchase.

General Payment Terms
Except as otherwise modified under the specific agreements, the following general payment terms apply to the services;

  1. Client shall pay the first 3 month’s payment in advance for the services being delivered to the Client. Subsequent month’s payments are payable quarterly in advance.
  2. Subject to a satisfactory credit check and a Direct Debit mandate being in place all call charges may be payable in arrears.
  3. Where Client’s credit check is unfavourable or if Client is unable to provide a Direct Debit mandate, call charges will be payable in advance, via Company’s online payment portal, or via telephone (using credit card).The minimum pre-payment is £200 (Two hundred) pounds.
  4. Call records will be made available online and instructions on how to access this will be provided by the Company.
  5. Any charges for any additional equipment or services required during the term of this Agreement will be invoiced to the client for full payment with next invoice.
  6. All fees and charges may be payable by BACS, Credit Card or Direct Debit Facility.
  7. Any credit balance unused for a period of twelve12 months or more will be deducted from Client’s account and retained by the Company. Call credits once purchased are nonrefundable.
  8. Additional calls made outside of the call plan will be charged on a per minute basis and as per the SimplePBX tariff with a minimum call charge of £0.01 per minute.

Right to Revise Servcie Rate and Payment Terms
The Company reserves the right to revise or update the service rates and payment terms with not less than 30 days’ notice to the Customer.

Contract Term and Termination
If you subscribe to any of our services, you will be bound by these terms for a minimum of two years unless we terminate the agreement earlier in accordance with the provisions of these terms. Individual agreements for the servicesmay provide for different Terms depending on the nature of the Service. If the terms of a service stipulates longer period than these Terms and Conditions, the longer period will apply.

1.1.7   Effect of termination: On termination of the Services provided under this Agreement (however arising) and notwithstanding anything to the contrary, the Client shall be liable for all those Fees applicable for the Initial Term or the then current Renewal Term, as the context requires, together with any accrued but unbilled charges. All such sums shall become due and payable on termination.

1.1.8   Decommissioning of Equipment: If the Company has provided equipment to the Client, the Client shall, at its own cost, procure the decommissioning of such equipment and return it in good condition to the Company or its designee within seven (7) days of termination or expiry of this Agreement.

1.2 Availability of Services

We endeavour to ensure service will be available during all business working hours. We however do not guarantee that our services will be without interruptions. We will endeavour to list all scheduled maintenance on our website.We may experience downtime or scheduled maintenance at any time.We will endeavour to list any scheduled maintenance on our website or an email may be sent to you. During schedule maintenance service may be unavailable or partially impaired. We will not be liable for any direct or indirect losses suffered by you during such down time or maintance to the largest extend permissible in law.

No Warranties
Access to Services is being provided on an ‘as is’ and ‘as available’ basis and Company makes
no representations or warranties of any kind, whether express or implied, with respect to the Service, including but not limited to warranties of merchantability, non-infringement, title or fitness for a particular purpose.

Further, Company makes no representations or warranties that the Service, or client’s access thereto, will be available at any given time, or will be free from errors, defects, omissions, inaccuracies, or failures or delays in delivery of data. To the maximum extent permitted by applicable law, in no event shall the Company or any of its licensors, be liable for any indirect, Simple, punitive, exemplary, or consequential damages, arising out of the access to or use of or inability to access or use the Service, or that result from mistakes, omissions, interruptions, deletions of files, errors, defects, delays in transmission or operation or any failure of performance, even if advised of the possibility of such damages.

Back up
It is for the customer to ensure appropriate backup has been kept for all configuration of PBX hardware or Cloud based solution so that if something needs upgrading or changing the most recent configuration file is available to restore the service. SimplePBX will not be liable to manage backup of most recent configuration of the client system neither do we take the liability for any loss occasioned by your inaction.

Suspension of Services
The Company may suspend the provision of the Services without any notice to the Client, if:

  1. the Client fails to pay any Fees (or other charges) by the due date ;
  2. the Client is in breach of any of the terms of this Agreement which the Company, acting reasonably, considers are capable of remedy;
  3. the Client prevents or delays maintenance work (whether such maintenance work is scheduled or unscheduled);
  4. the Company has reasonable grounds to believe that the Client is involved in activity that may constitute a criminal offence or is misusing the Services; or
  5. a third party service provider or the Authority notifies (or informs) the Company that the Client’s use of the Services is in breach of the terms of the Contract or the Guidelines;
  6. the Company needs to carry out any unscheduled maintenance work; or
  7. there is an Unforeseen Event beyond the Company’s reasonable Control.

General Obligations of the parties

1.2.1 Our Obligations

  1. Company will endeavour to provide the Services in a professional manner;
  2. Company will provide all software necessary for the provision of Services;
  3. Where agreed by Company in its proposal document, Company will provide Company’s equipment and also install it at Client’s premises.
  4. Where agreed by Company in its proposal document, Company will provide the maintenance services, at the cost of Client, for the Company’s equipment installed at Client’s premises.
  5. If the Company has offered to undertake equipment licensing and maintenance, Client and Company shall, in addition to this Agreement, also enter into an Equipment License and Maintenance Agreement.

1.2.2   Your Obligations

  1. Client shall procure all necessary hardware, including VOIP telephone equipment to use the Services in conformity with the provisions of Guideline.
  2. Client shall be solely responsible to procure and maintain sufficient and dedicated broadband connectivity at its premises to avail the Service.
  3. Client shall be solely responsible to procure and maintain appropriate security infrastructure to connect with the Services.
  4. Client shall keep confidential all data, including user id and passwords to access the Services.
  5. If the Client is based in the UK, then the Client shall comply with following guideline applicable to provision of Emergency Services (999 dialling).
  6. Client will inform Company whether Client will use, or is likely to use, multiple VoIP endpoints via a single VoIP account.
  7. Client will convey to Company all VoIP originated Emergency Calls for onward transmission to BT emergency centre
  8. Client shall also convey all records of its customer who used the Emergency Services including their complete name, physical address (including post code), complete telephone number for contacting them, which Emergency Organisation may use for calling such customer
  9. Client shall also maintain accuracy of the customer’s account and shall provide Company all installation addresses of its customers, if such customers are either using a nomadic application such as a softphone or are using the same VoIP account details over multiple VoIP endpoints.
  10. Called individual must be contactable at all times via their contact telephone number by the Emergency Operator to confirm their location information. The contact telephone number must not be connected to an automated answering system.
  11. Client has provided its address details to Company for submission to the BT Emergency Center for processing. Emergency Services will start for Client only after the Company receives a Successful status from the BT Emergency Center.

General Disclaimer

  1. Company is not liable to Client for Client’s failure to properly record and secure data in a format capable of restoration to Client storage media
  2. Company will provide a limited storage capacity for data generated through the use of Services, as specified in Clause 13. Client may purchase additional storage space from Company as per Client’s requirement. Company shall not be liable to Client for any loss of data due to non-maintenance of sufficient storage space by Client.
  3. Client shall be solely liable for maintaining independent backup copy of data generated through the use of Service
  4. In order to achieve complete functionality of Services or if functionality of Services is impaired due to available data, Company may from time to time require Client to remove any or all stored data. Company shall not be liable to Client for any loss of data due to such removal of stored data. Client agrees to indemnify and hold Company harmless from any claim of whatsoever nature arising from the same.
  5. Upon termination of this Agreement, Company shall remove all of the data stored on Company’s equipment and shall not be liable for Client’s failure to keep a backup copy of stored data.
  6. Client shall have the facility to use the Emergency Services through VoIP, only if Client continues to comply with all guidelines specified in Clause 5(e) applicable to Emergency Service.
  7. Company’s provision of Emergency Services is dependent upon availability of such services through BT Emergency Center, with whom Company has partnered for the purpose.
  8. All call charges will commence on the receipt of an answer signal from the BT Emergency Centre. Company will not be held responsible for any situation where this is generated in error.
  9. Call charges will cease on receipt of a call clear message from either Client’s equipment or the BT Emergency Centre. It is Client’s responsibility to ensure that this signal is received by Company from Client’s equipment.

Client understands and agrees that VoIP originated Emergency call is dependent on:
i. VoIP application of device being connected to a power source and enabled internet connection;
ii.   Provision of correct and complete information by the person calling the Emergency Number, including confirmation/ provision of their location, which will enable the Emergency Organization to respond
iii.   That the VoIP originated Emergency Call may have to pass over the public internet whereit will not receive the same network priority or quality assurance as an Emergency Call made on a mobile network or on a circuit-switched fixed line.

Storage Space
For call recordings a storage capacity of 20GB will be provided or 1 month of call recording storage, whichever is smaller.

Termination
You have the right to terminate the service if substantial part of the service is unavailable for a continuous period of 14 days or two working weeks and simplepbx failed to make alternative arrangements for you, the client, to carry on regular business activities, you can terminate the agreement giving 30 days notice. In case the service interruption is limited to a minor aspect of the service, and SimplePBX fails to remedy such disruption within 60 days of continuous occuarnce of the event, the client will have a right to terminate giving 30 days notice.

Likewise, if any Customer fails to pay, SimplePBX will have right to terminate giving 14 days notice. Outbound calling service may be barred if payment has not been made for invoices within due date or Direct Debit fails and not being remedied within 7 days.

Liability
Neither party will be liable to the other in connection or under these terms, for any consequential or indirect loss, loss of business, loss of profits, loss of revenue, reputation or regulatory fines. Nothing in the terms limit warranty, exclusion or liability limitation allowed by statue.

1.3   In no event shall SimplePBX or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or the rights of a third party.

Governing Law and Jurisdiction
These terms and conditions and the services performed by SimplePBX are bound by the laws of England and Wales. Any interpretation of and dispute arising from these terms or any work performed hereunder will be subject to the exclusive jurisdiction of English courts.

Dispute procedure
Disputes arising hereunder will be by first resort resolved by negotiations between the parties. If a solution is not reached within 30 days of the dispute arising, the dispute will be referred to arbitration before the Chartered Institute of Arbitrators, UK. The Chairman for the time being shall appoint one arbitrator to hear the matter.The seat of Arbitration shall be in London and the rules of the Arbitration Act 1996 will apply. The Arbitrators’ decisions will be final and binding upon the parties.

Intellectual property
We are the owner or licensee of all intellectual property rights in our site and the material published on it. These rights are protected by copyright laws and treaties and therefore reserved.
Use of this site and any or all of the services provided by SimplePBX does not constitute any allowance to use any intellectual property on this site or within any service for your own purpose. You are allowed a non-transferable and non-exclusive right to use the website in the way it was designed to be used only. Automated programs are not allowed, such as web-crawling or other technique.

Privacy Policy
Please refer to the privacy and cookie policy (use link) for more details on how we may collect and use your data.

Indemnity
The parties hereby agrees to indemnify and hold each other harmless at all times from any loss, claim, prejudice, damage, costs, taxes, duties, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees and legal cost either party may be subjected by virtue of a breach of the representations and warranties or any covenant in this Agreement by the other.

Limitation of Liability
The Company shall have no liability if an alleged infringement is based on:

  1. a modification of the Services by anyone other than the Company;
  2. the Client’s use of the Services in a manner contrary to the instructions given to the Client by the Company
  3. the Client’s use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority.

1.4   Force Majeure

Neither Party to this Agreement will be liable for breach of this Agreement to the extent caused by or arising from any Force Majeure Event. If a delay or failure to perform a party’s obligation due to a Force Majeure Event exceeds 30 days the other party may immediately terminate this Agreement on notice to other party. A party does not breach this Agreement & is not liable to the other party for a delay or for failure to perform an obligation (except an obligation to pay money due under this Agreement) resulting from a Force Majeure Event.

2. SCHEDULES & APPENDICES

General Definitions applicable to the schedules

"Guidelines" means any guidelines, rules or regulations made by Authority that is applicable to the Services.
"Authority" means OFCOM or relevant regulating authority, which has the right to frameGuidelines for the Services.

"Services" means the services provided under each of the specific services packages below.

"Website" means the site located at URL http://www.simplepbx.com.

"MSA" means the General Terms and Conditions above which form the Master Service Agreement

  1. The headings hereinare for convenience only and shall not affect the interpretation of this agreement.
  2. In this Agreement, unless the context otherwise requires, the above terms and expression shall carry the meaning as given above:
  3. The headings herein are for convenience only and shall not affect the interpretation of this agreement.

3. SIP TRUNKING SERVICE AGREEMENT

Term: 2 years
Payments: pre-paid
Services
Services under this Agreement meanSIP Trunking services provided by the Company and described on the Website as “SimplePBX SIP Trunking”.

The Company is a supplier of SIP trunking services and the Client wishes that the Company provide those services to it. This SIP Trunking Service Agreement (“Agreement”) sets out certain terms applicable to the Company’s supply, and the Client’s acceptance, of those broadband services and forms part of the Contract between the Company and the Client for those services.

Client hereby engages Company to perform, and Company hereby agrees to perform the Services for Client, as described in detail on the Website at URL http://www.simplepbx.com/sip-trunk.

Charges
I consideration of the provision of Services by the Company, the Client shall pay Company the charges specified in the Order Form, and in accordance with the terms specified herein and the Order Form.

4. HOSTED TELEPHONY SERVICE AGREEMENT

Services
Services under this Agreement mean hosted telephony services provided by the Company and described on the Website as “SimplePBX Hosted Edition”, “Simple Express PBX”.

The Company is a supplier of hosted telephony services and the Client wishes that the Company provide those services to it. This Hosted Telephony Service Agreement (“Agreement”) sets out certain terms applicable to the Company’s supply, and the Client’s acceptance, of those broadband services and forms part of the Contract between the
Company and the Client for those services.

4.1   Scope of Services
Client hereby engages Company to perform, and Company hereby agrees to perform the Services for Client, as described in detail on the Website at URL http://www.simplepbx.com/hosted-telephony.

4.2   Charges
In consideration of the provision of Services by the Company, the Client shall pay Company the charges specified in the Order Form, and in accordance with the terms specified herein and the Order Form.

5. CALL PLAN SERVICE AGREEMENT

Term: 2 years
Payment: Indicate if pre-paid or post-paid
5.1   Services
In this agreement Services means telephony services provided by the Company and described on theWebsite as “Business Call Plans”.

The Company is a supplier of call plan services and the Client wishes that the Company provide those services to it. This Call Plan Service Agreement (“Agreement”) sets out certain terms applicable to the Company’s supply, and the Client’s acceptance, of those broadband services and forms part of the Contract between the Company and the Client for those services.

5.2 Scope of Services
5.2.1   Client hereby engages Company to perform, and Company hereby agrees to perform the Services for Client, as described in detail on the Website at URL http://www.Simplepbx.com/business-callplans.
5.2.2   Access to Service is being provided to Client on a personal and non-exclusive basis. User may not sublicense its access rights to the Service to any third party.

5.2.3   The Service is not intended to substitute a PSTN telephony service. Client shall ensure a PSTN telephony line is available at the location from where the Service is intended to be used from.

5.2.4   Outbound and inbound calls to and from the PSTN network to the Service is limited to two (2) concurrent calls unless otherwise agreed by the provision of additional services by Company to the Client. Call minutes are charged on a per-minute basis.

5.2.5   Client may retrieve call records of outgoing PSTN calls for past 90 days only. Call records pertaining to earlier periods may be made available by Company subject to additional charges.

5.2.6   If Client fails to use the facility of any incoming number in the last six- month period, provided as part of the Service, such number shall be disabled. A £10 reactivation fee will be charged if a number has not been used (i.e. a call not successfully being answered by the endpoint, whether it is a VoIP device or diverted PSTN destination) within a 6 (six) month period.

6. SimplePBX BROADBAND AND LANDLINE SERVICE AGREEMENT

Term: 2 years (minimum)
Payment: (indicate if post-paid or pre-paid)
Services
Services in this Agreement MeansSimplePBX Lite, SimplePBX Plus or SimplePBX Pro.
SimplePBX (“the Company”) is a supplier of broadband and Landline services and the Client wishes that the Company provide those services to it. This Broadband and Landline Service Agreement (“Agreement”) sets out certain terms applicable to the Company’s supply, and the Client’s acceptance, of those broadband and landline services and forms part of the Contract between the Company and the Client for those services.

Scope of Services
The Client engages the Company to provide, and the Company agrees to provide, the Services to the Client on the terms of the Contract.

Payment Terms
I consideration of the provision of Services by the Company, the Client shall pay Company the charges specified in the Order Form, and in accordance with the terms specified herein and the Order Form.

Contact Us

City Reach, 7th Floor
5 Greenwich View Place, Millharbour
London, E14 9NN, United Kingdom

+44 (0) 203 5700 222