Here you will find our Contract Terms and Conditions, which apply to all Services and Equipment supplied to and by VisionVoice partners. You will also find our Website Terms and Conditions at the bottom of this page.
This website is proprietary to VisionVoice. The legal documents available here are for the partners and end user customers of VisionVoice (and/or its affiliated businesses, as applicable). VisionVoice is a limited company incorporated in England and Wales with Company No. 10843414, whose registered office is at 86-90 Paul Street London EC2A 4NE.
- CONTRACT DEFINITION
1.1 ‘Application Form’ means the application/order form relating to the provision of the Services in the form provided by Vision Voice and Data Limited (VV) from time to time incorporating these terms and conditions.
1.2 ‘Associated Company’ means any subsidiary or holding company of VV or other associated company as defined by Sections 736 and 736A of the Companies ACT 1985.
1.3 ‘Authorised Person’ means a Director or authorised signatory of VV.
1.4 ‘Account Number’ means the account opened by VV in the name of the Customer upon creation of the Contract and relating to the Services.
1.5 ‘Customer’ means a person, company, body corporate or other entity or association whatsoever or howsoever whose Application Form is accepted by VV and for whom VV has opened an Account Number.
1.6 ‘Contract’ means the contract governed by these terms and conditions made between VV and the Customer created upon acceptance by VV of the Customers Application Form and evidenced by the opening of an Account Number. Subject to Clause 1.17, the Agreement becomes effective when signed by a Director or authorised signatory of VV.
1.7 ‘VV’ means Vision Voice and Data Ltd/VisionVoice which expression shall, where the contest so requires, include its successors and assigns and any Associated Company thereof.
1.8 ‘VV Access Equipment’ means any equipment supplied by VV
1.9 ‘Additional Provisions’ means any Terms additional to those outlined within the Terms of this Agreement as evidenced on the Application Form.
1.10 ‘Discount’ means the amount at which any of the Services are provided by VV to the Customer during the Contract at less than the full rate as outlined under Additional Provisions on the Application Form.
1.11 ‘Discount Services’ means any Services provided by VV to the Customer from time to time and not charged for by VV from time to time or charged at a Discount.
1.12 ‘Least Cost Routing Software’ means software installed on a telephone system which automatically enables the routing of calls via different telephone operators.
1.13 “Minimum Term” means the minimum duration of this Contract, which unless otherwise expressly stated on this Application Form shall be 36 months from the date the Customer first starts to receive the Services.
1.14 ‘Services’ means re-routing the Customer’s telecommunications including without limitation all calls, voice, fax and data traffic over the VV Network and any additional Services as outlined on the Application Form and provided under the terms of this Agreement. Services shall be deemed to include Discount Services where appropriate.
1.15 ‘Services Literature’ means VV’s literature specific to the Services and other associated services existing from time to time.
1.16 ‘User’ means the Customer and any individual or company utilising the Services provided to the Customer under the Terms of this Agreement.
1.17 ‘Refusal of Service’ means the non-provision of the Services outlined on the Application Form due to circumstances outside of VV’s control and including, but not limited to, the Customer’s poor credit history. VV reserves the right to make a reasonable administrative charge for service thus far rendered to the Customer in such instances.
- THE SERVICES
a) the Customer shall complete, sign and return to VV an Application Form prior to VV agreeing to provide the Services.
b) where the Customer has Least Cost Routing Software available for use at its premises, VV will, if necessary, and at its sole discretion, reprogram it in order to provide the Services.
c) where the Customer does not have Least Cost Routing Software available for use at its premises, VV will, if necessary, and at its sole discretion supply, install and connect the Customer to VV Access Equipment in order to provide the Services.
d) VV shall use all the reasonable care and skill of a competent telecommunications provider to provide the Customer with the Services throughout the term of the Contract.
e) VV shall be at liberty, where necessary, to improve, update or upgrade the Services or alter the provision of the Services without any notice to the Customer.
2.2 The Customer undertakes to VV that:
a) for the duration of the Minimum Term it will route all its inbound, non-geographic and outbound calls (including without limitation all its voice, fax and data traffic) via VV on an exclusive basis. For the avoidance of doubt the Customer acknowledges and accepts that during the Minimum Term it shall not use any services offered by a third party which are competitive with or substantially similar to the Services. In the event of any breach by the Customer of this Condition 2.2(a) the terms of Condition 4.12 shall apply;
b) the Services and the VV Network will only be used in accordance with the Contract;
c) only the Customer and Users shall use the Services and the VV Network and no other person shall be suffered or permitted to use the same;
2.3 Upon the termination of the Contract:
a) no attempt shall be made to make calls via the Services or otherwise to use the VV Network and; (ii) the Customer shall pay in full an amount equal to the Discount for the period any of the Services have been supplied as Discount Services. Such payment to be in accordance with and subject to Condition 4;
b) the Services Literature and any other instructions regarding the use of the Services and the VV Network as may be notified to the Customer by VV from time to time shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract.
2.4 The Customer agrees that at all times during the term of the Contract it shall:
a) provide access to all appropriate sites for any Authorised Persons during the Customer’s normal working hours and allow the removal, installation and maintenance of VV Access Equipment;
b) keep its telecommunications equipment including without limitation the VV Access Equipment in good working order and ensure that the equipment complies with all applicable standards and approvals so as to enable VV to provide the Services;
c) only use and connect those telephones, ducting, cables, sockets and other equipment to the VV Network that have been approved in advance by VV in writing and comply with all the relevant legislation relating to the use of such equipment;
d) provide all reasonable assistance required by VV to enable it to provide the Services;
e) inform VV by one month’s prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered;
f) provide a safe working environment for Authorised Persons working on the Customer’s premises;
g) indemnify VV fully against all losses, liabilities, costs (including without limitation legal costs) and expenses which VV may incur as a result of any breach of the Customer’s obligations under the Contract or misuse of the Services or the VV Network;
h) pay VV (at its then current published rates) for all call-out visits required from VV where VV determines the problem with the Services or the VV Network is not the fault of VV or the VV Access Equipment or the VV Access Equipment has been damaged.
2.5 The Customer undertakes to VV to ensure that the Services and the VV Network are not used:-
a) for the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character; or
b) fraudulently or in connection with a criminal offence; or
c) otherwise in a manner which constitutes a violation or infringement of the rights of any other party; or
d) otherwise than for the purpose of a telecommunications system.
3. VV’S RIGHTS
3.1 VV shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Customer’s equipment as a result.
3.2 VV may suspend the Services to the Customer at its sole discretion including but not limited to the following:-
a) in the interests of the quality of the Services or the VV Network;
b) if any credit limit agreed between VV and the Customer from time to time is exceeded;
c) if any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract);
d) in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or
e) if fraud or attempted fraud is suspected by VV (in its reasonable opinion) in connection with the use of the Services or the VV Network.
f) if in VV’s reasonable opinion it suspects the Customer is offering to resell the Services to any third party.
3.3 VV may collect and store data and information about the Customer and its use of the Services and provide this information to companies affiliated with VV including without limitation any Associated Company and (ii) third parties.
- CHARGES AND PAYMENTS FOR THE SERVICES
4.1 All sums due to VV under the Contract shall become due on the date of the relevant invoice and are payable within 14 days (including week-ends and bank holidays) of the date of the relevant invoice. Unless otherwise stated, any rental or recurring charges are invoiced monthly in advance and call charges and any ad-hoc maintenance or similar charges are invoiced monthly in arrears which will begin on the date on which the Service becomes operational. Charges will be based on VV’s records
4.2 In the event of any error or omission in a VV invoice for any period, VV may issue a corrective invoice at a later date.
4.3 If the Customer fails to make any payment within the 14 day period following the date of the relevant invoice, without prejudice to its other rights hereunder, VV shall have the right to require the Customer to pay all sums due on demand.
4.4 Time of payment of all sums due to VV under the Contract shall be of the essence.
4.5 VV reserves the right to amend its charges for the Services from time to time.
4.6 VV shall use its best endeavours to bring to the attention of the Customer any variation in prices prior to their implementation.
4.7 Without prejudice to VV’s rights to treat the non-payment as a material breach of the Contract, VV reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at a rate equal to 4% per annum above the Lloyds TSB Bank plc base lending rate as current from time to time whether before or after judgment. Interest shall continue to accrue notwithstanding termination of the Contract for any cause whatsoever and is deemed to accrue on a day to day basis from and including the date for payment under Condition 4.1.
4.8 VV reserves the right to charge for administrative costs incurred by VV in pursuing late payers.
4.9 All sums due to VV under the Contract are subject to Value Added Tax (‘VAT’), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.10 The Customer shall be liable for all charges arising from use of the Services by any person utilising the Customer’s registered Services telephone number(s) (with or without Customer’s authorisation) until such time as the Customer has notified VV of any unauthorised use of the Service. Such notice should be sent by the Customer to VV in writing by 1st Class Recorded Delivery. The Customer must retain the relevant receipt as proof.
4.11 Details of the Contract and the conduct of the Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.12 In the event of the Customer obtaining any services from a third party which are competitive with or substantially similar to the Services during the Minimum Term or if there has been a material breach of the Contract, the Customer accepts that VV shall be entitled to invoice the Customer during each month of the remainder of the Minimum Term an amount equal to either:
a) the average of the monthly amounts invoiced by VV to the Customer prior to the breach by the Customer of Condition 2.2(a); or
b) the actual amount payable by the Customer for the Services during such month (whichever is the higher).
- VV ACCESS EQUIPMENT
5.1 The Customer shall provide without charge or cost to VV appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the VV Access Equipment at its premises and to enable VV to provide the Services.
5.2 It is deemed that title to any VV Access Equipment shall remain with VV and whilst the VV Access Equipment is on the Customer’s premises, the Customer shall ensure that it is kept safe, secure and fully insured and is not interfered with by any person.
5.3 Upon termination of the Contract, the Customer will ensure that VV is allowed prompt access to all relevant premises to remove the VV Access Equipment.
5.4 On termination of this Agreement, the Customer must return all VV Access Equipment supplied by VV within 14 days and in good working order. If the Customer fails in this respect, they will be liable for any costs VV incur in recovering the Equipment. If VV are prevented from recovering the Equipment, or if the Customer fails to return it to VV, the customer will be liable to pay to VV on demand a reasonable sum commensurate with the value of the Equipment.
6.1 The Contract shall continue for the Minimum Term and, thereafter:
6.1.1 if the Customer is a consumer or employs less than 10 employees (a “Specified Customer”) and the Services to be provided by VV are (i) fixed line telephone services and/or (ii) fixed broadband services (each a “Fixed Service”) then the Contract in relation to such Fixed Service shall automatically renew at the end of the Minimum Term for the initial term and the parties shall be entitled to rollover into a new term in relation to such Fixed Services; or
6.1.2 if the Customer is not a Specified Customer or the Service to be provided by VV under the Contract is not a Fixed Service then the Contract in relation to such Services (other than Fixed Services) shall automatically renew for the term equals initial term until terminated by either party in accordance with the terms of this Contract.
6.2 This Contract may be terminated by either party upon giving the other party 90 days’ prior written notice, such notice to take effect at the end of the Minimum Term or a Renewal Period as the case may be.
6.3 VV (without prejudice to its other rights) may terminate the Contract forthwith in the event that:
a) the Customer fails to make any payment when it becomes due to VV or shall default in due performance or observance of any obligation under the Contract or any other contract with VV or an Associated Company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by VV in its written notice so to do; or
b) an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
6.4 The terms of this Contract shall continue to bind the parties hereto to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation Conditions 2.2, 4, 7 and 8.
6.5 If the Contract is terminated by either party hereto, the Customer shall:
a) pay to VV all arrears of charges, Termination fees and any interest payable under the Contract and;
b) return to VV all equipment owned or provided by VV and/or allow VV or its Agent access forthwith to the Customer’s premises for the removal of any VV Access Equipment and pay any reasonable charges VV may have incurred in so doing;
c) undertake and comply with the provisions of Condition 2.2(d); and
d) cease being provided the Services and have no right to use the same.
7.1 The Customer and any User shall at all times keep confidential the terms of this Contract and all matters relating to the Services, and shall not disclose the same to any third party without the prior written consent of VV.
7.2 The confidentiality obligations set out in Condition 7.1 shall survive the termination of the Contract.
7.3 Nothing in the Agreement shall prevent VV disclosing any of the Customer’s confidential information to a Service Provider’s employees, sub-contractors, advisers and other consultants on a ‘need to know’ basis provided those persons are aware of the confidential nature of the information.
- LIMITATION OF LIABILITY
8.1 The following provisions set out VV’s entire liability (including any liability for the acts and omissions of its directors, officers, employees, agents or sub-contractors) to the Customer in respect of:
(a) any breach of its contractual obligations arising under this Contract; and
(b) any representation statement or tortuous act or omission including negligence arising under or in connection with this Contract.
8.2 Any act or omission on the part of VV or their directors, officers, employees agents or sub-contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”.
8.3 VV’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers’, employees’, agents’ or sub-contractors’ negligence shall not be limited.
8.4 Subject to the provisions of condition 8.3, VV’s entire liability in respect of any event of default shall be limited to damages not exceeding the sums paid by the customer to VV for the services pursuant to this Agreement in the preceding twelve month period in the case of a single event of default and twice the sums paid by the customer to VV for the services pursuant to this Agreement in the preceding twelve month period in the case of all events of default or series of connected events of default occurring in any twelve month period.
8.5 Subject to Condition 8.3, VV shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity or any other type of special, indirect or consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or VV had been advised of the possibility of the Customer incurring the same.
8.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
8.7 Except in the case of an Event of Default arising under Condition 8.3, VV shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon VV within six months of the date the Customer became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
8.8 VV shall not be responsible for complying with statutory regulations, or local by-laws, or the fulfilment of any special regulations affecting the Customer.
8.9 Save as set out in Condition 8.3, VV shall have no liability under this Contract of the acts and omissions of other public telecommunication operators or the breakdown total or partial of the VV Network or any other network.
8.10 To the extent that all or any part of the Services are faulty, unavailable or interrupted, the Customers sole and exclusive remedy shall be to be compensation in accordance with compensation schemes that may be introduced from time to time by VV.
8.11 VV shall not be liable for faults in the Customer’s telecommunications equipment which result in VV being unable to provide the Services.
8.12 Dates and terms for provisions of the Services shall be estimates only and no liability shall accrue to VV for failure to meet any such dates or times. VV will not be held responsible for any loss due to programming errors or omissions made by any person.
8.13 In the event of any failure in the Services, VV shall not be liable to the Customer for any charges incurred by the Customer should it direct its Services to another carrier.
8.14 VV reserves the right not to provide the Services due to any technical limitation in the Customer’s telephone system, telephone exchange or VV Access Equipment.
8.15 The obligations set out in this Condition 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Contract for any reason whatsoever.
9.1 VV may at any time before or after the provision of the Services require payment by the Customer in a manner specified by VV of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Customer and VV shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to VV pursuant to Condition 4.7.
9.2 Any deposit held by VV will not accrue interest whatsoever.
10.1 The Customer shall not assign, transfer, sub-contract, delegate or otherwise deal with all or any of its rights under the Contract.
10.2 VV shall have the right to assign or otherwise transfer, sub-contract, delegate all or any of its rights and obligations hereunder to an Associated Company or other person.
- FORCE MAJEURE
Neither VV or the Customer shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government. highway authorities, public telecommunication operators or other competent authority, war, military operations, or riot, difficulty, delay or failure in manufacture, production or supply by third parties of the Services or any part thereof.
- NO WAIVER
Failure by either VV or the Customer to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
- ENTIRE CONTRACT
The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party, whether oral or written.
- SERVICE OF NOTICE
14.1 All notice to VV herein provided shall be sent by the Customer in writing by 1st Class Recorded Delivery post and the Customer must retain the relevant receipt as proof.
15.1 Reference to any statute or statutory provision includes a reference to that statute or statutory provision us from time to time amended, extended or re-enacted, with or without amendment.
15.2 Unless there is something inconsistent in the subject or contest, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders.
15.3 Unless the context otherwise requires, a reference to a Condition is to a condition of the Contract.
15.4 The headings in the Contract are inserted for convenience only and do not affect its interpretation.
15.5 If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been entered into with the invalid provision eliminated.
15.6 A person who is not a party to this Contract has no right under the Contracts (Rights of Third parties) ACT 1999 to enforce any provisions of this Contract.
- GOVERNING LAW
The Contract shall be governed, construed and interpreted is accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.
Website Terms & Conditions
We are committed to safeguarding the privacy of our website visitors; this policy sets out how we will treat your personal information.
2 What information do we collect?
We may collect, store and use the following kinds of personal information:
(a) information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views, and website navigation);
(b) information relating to any transactions carried out between you and us on or in relation to this website, including information relating to any purchases you make of our goods or services;
(c) information that you provide to us for the purpose of registering with us;
(d) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters; and
(e) any other information that you choose to send to us.
A cookie consists of information sent by a web server to a web browser, and stored by the browser. The information is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.
We may use both “session” cookies and “persistent” cookies on the website. We will use the session cookies to keep track of you whilst you navigate the website. We will use the persistent cookies to enable our website to recognise you when you visit.
Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer you can refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector. Blocking all cookies may, however, have a negative impact upon the usability of many websites.
4 Using your personal information
We may use your personal information to:
(a) administer the website;
(b) improve your browsing experience by personalising the website;
(c) enable your use of the services available on the website;
(d) send to you goods purchased via the website, and supply to you services purchased via the website;
(e) send statements and invoices to you, and collect payments from you;
(f) send you general (non-marketing) commercial communications;
(g) send you email notifications which you have specifically requested;
(h) send to you our newsletter and other marketing communications relating to our business which we think may be of interest to you by post or, where you have specifically agreed to this, by email or similar technology (you can inform us at any time if you no longer require marketing communications);
(i) provide third parties with statistical information about our users – but this information will not be used to identify any individual user; and
(j) deal with enquiries and complaints made by or about you relating to the website.
Where you submit personal information for publication on our website, we will publish and otherwise use that information in accordance with the license you grant to us.
We will not without your express consent provide your personal information to any third parties for the purpose of direct marketing.
In addition, we may disclose your personal information:
(a) to the extent that we are required to do so by law;
(b) in connection with any legal proceedings or prospective legal proceedings;
(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk);
(d) to the purchaser (or prospective purchaser) of any business or asset which we are (or are contemplating) selling; and
(e) to any person who we reasonably believe may apply to a court or other competent authority for disclosure of that personal information where, in our reasonable opinion, such court or authority would be reasonably likely to order disclosure of that personal information.
(7) Security of your personal information
We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.
Of course, data transmission over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.
You are responsible for keeping your password and user details confidential. We will not ask you
for your password (except when you log in to the website).
8 Policy amendments
9 Your rights
You may instruct us to provide you with any personal information we hold about you. Provision of such information will be subject to:
(a) the payment of a fee (currently fixed at £10.00); and
(b) the supply of appropriate evidence of your identity (for this purpose, we will usually accept a photocopy of your passport certified by a solicitor or bank plus an original copy of a utility bill showing your current address).
We may withhold such personal information to the extent permitted by law.
You may instruct us not to process your personal information for marketing purposes by email at any time. In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal information for marketing purposes.
10 Third party websites
The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.
11 Updating information
Please let us know if the personal information which we hold about you needs to be corrected or updated.
13 Data controller
The data controller responsible in respect of the information collected on this website is Vision Voice and Data Ltd.