Please read these Terms and Conditions carefully before you use Devyce’s Services. By using Devyce’s Services you are agreeing to these Terms and Conditions.
Who we are. We are Devyce Limited a company registered in England and Wales under registration number 12404413 whose registered office is at 2 Minster Court, London, EC3R 7BB (we, us or Devyce).
Our Services. These Terms and Conditions apply to the provision of our Voice over Internet Protocol (VoiP) services including our Devyce mobile application (App) browser based phone app at softphone.devyce.io (Softphone) and Teams Management Portal at portal.devyce.io (Portal) (together the Services) to the company buying the Services (you or Customer).
The agreement. You are deemed to have accepted these Terms and Conditions when you: (a) create an account and/or sign up for a package to our Services (including any free trial); (b) accept a Bespoke Offer for our Services; or (c) from the date of any performance of the Services (whichever happens earlier) (Commencement Date). These Terms and Conditions together with any Bespoke Offer (where applicable) will constitute the agreement between us (Agreement).
1.1. Subject to you at all times paying the Fees, we grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during your Total Subscription Term solely for your own internal business operations.
1.2. In relation to the Authorised Users, you undertake that:
1.2.1. the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number you have purchased from time to time; and
1.2.2. you will not allow or suffer any account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services.
2.1. We will use reasonable care and skill in our performance of the Services. If the Services do not conform we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any such non-conformance.
2.2. We will use our reasonable endeavours to perform the Services within the timeframe agreed or as set out in a Bespoke Offer but time shall not be of the essence in the performance of our obligations under this Agreement.
2.3. We do not warrant that your use of the Services will be uninterrupted or error-free or that they will meet your requirements.
2.4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.1. You must:
3.1.1. provide us with all necessary co-operation in order for us to perform the Services;
3.1.2. obtain any permissions, consents or licences required in order for you to use the Services and comply with this Agreement;
3.1.3. give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services including the Customer Data;
3.1.4. comply with all applicable laws and regulations with respect to your activities under this Agreement;
3.1.5. carry out all your responsibilities set out in this Agreement in a timely and efficient manner;
3.1.6. ensure that your network and systems comply with any relevant specifications provided by us from time to time; and
3.1.7. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and you shall be responsible for any Authorised User's breach of this Agreement.
3.2. You are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
4.1. You must not use the Services to:
4.1.1. commit fraud or to impersonate another person or business;
4.1.2. harass others;
4.1.3. sell adult services (and you warrant that you will not advertise your phone number on adult service provider sites similar to Vivastreet or Punternet);
4.1.4. in order to build a product or service which competes with the Services;
4.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
4.1.6. attempt to obtain, or assist third parties in obtaining, access to the Services unless otherwise permitted by this Agreement;
4.1.7. introduce or permit the introduction of any virus into the Services or our network and information systems; or
4.1.8. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
4.1.8.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in the Services in any form or media or by any means; or
4.1.8.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the Services.
4.2. You shall not use the Services as a power dialer or to make repeated calls.
4.3. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
5.1. You will pay the Fees for the Services.
5.2. You may purchase additional services (including additional Authorised Users) and the Fees for these additional services will be:
5.2.1. in accordance with our then current applicable rate for those services as may be outlined on the Pricing page of our website;
5.2.2. as shown on the checkout process when making the additional purchase(s); or
5.2.3. as otherwise agreed by us in writing,
and you will pay the agreed Fees for the additional services in accordance with this Agreement.
5.3. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5.4. We will invoice you for payment of the Fees in advance of each Renewal Period.
5.5. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
5.6. Without limiting any other right or remedy we have for statutory interest, if you do not pay any Fees when due, we will charge you interest at the rate of 3% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
5.7. All payments due under this Agreement must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
5.8. Receipts for payment will be issued by us only at your request.
5.9. All payments must be made in British Pounds unless otherwise agreed in writing between us.
5.10. We shall be entitled to increase the Fees at any time and such increases will apply from your next Renewal Period.
6.1. All Fees are non-cancellable and non-refundable.
6.2. Devyce can withdraw, cancel or amend a Bespoke Offer if it has not been accepted by you within a period of 14 days from the date of the Bespoke Offer.
6.3. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the Bespoke Offer unless you have paid the Fees or performance or the Services has already commenced.
You acknowledge and agree that Devyce and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
We will both comply with our respective obligations in the Devyce Data Processing Agreement which can be found at [insert link here] , unless otherwise agreed in writing between the parties.
Devyce can make changes to the Services at any time which are necessary to: (a) comply with any applicable law or safety requirement; (b) address a security threat; or (c) to deal with circumstances beyond our control. We will seek to notify you in advance where possible.
10.1. This Agreement shall commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Agreement shall be automatically renewed for successive periods equal to the Initial Subscription Term (each a Renewal Period).
10.2. Either of us can notify the other of termination of this Agreement, in writing, at any time before the end of your Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
10.3. We can suspend the provision of the Services or terminate this Agreement immediately if you:
10.3.1. commit a material breach of your obligations under this Agreement;
10.3.2. fail to pay any amount due under this Agreement on the due date;
10.3.3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor;
10.3.4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors;
10.3.5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them; or
10.3.6. file documents with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
10.4. On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services.
11.1. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that is done so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
11.2. Although all numbers we use are standard UK mobile numbers we make no warranty as to whether any third party service will send an SMS to your Devyce number. As is common amongst mobile carriers, numbers are reused. If it appears your number has been blocked by a third party service, you may contact our customer support team who will swap your number once.
12.1. Except as expressly and specifically provided in this Agreement:
12.1.1. we shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
12.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
12.1.3. the Services are provided to you on an "as is" basis.
12.2. Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
12.3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under the Agreement for:
12.3.1. any loss of profits;
12.3.2. loss of business;
12.3.3. loss of data;
12.3.4. loss of reputation or goodwill;
12.3.5. business interruption;
12.3.6. any indirect, special or consequential loss, damage, costs, or expenses.
12.4. The total amount of our liability to you is limited to the total amount of Fees paid by you in the 12 months preceding the event giving rise to a claim.
12.5. You shall defend, indemnify and hold harmless Devyce against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services.
12.6. References to liability in this clause include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.1. Force majeure. Neither of us is liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate this Agreement.
13.2. Confidentiality
13.2.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except we each may disclose the other's confidential information:
13.2.1.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and
13.2.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.2. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under this Agreement.
13.3. No waiver. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
13.4. Severance. If one or more of the terms in this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of the Agreement (which will remain valid and enforceable).
13.5. Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
13.6. Sub-Contracting and assignment
13.6.1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under this Agreement and can subcontract or delegate in any manner any or all of our obligations to any third party.
13.6.2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this Agreement.
13.7. Variation
13.7.1. We may change the terms of this Agreement (including any policies referred to in them) at any time. We will seek to provide you with reasonable notice of changes unless we need to make a change with immediate effect.
13.7.2. Your continued use of the Services after having been notified of changes will be deemed your agreement to those changes and they will take effect immediately.
13.8. Entire agreement
13.8.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
13.8.2. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf that is not set out in this Agreement.
13.9. Notices
13.9.1. All notices under this Agreement must be in writing andshall be deemed to have been duly given when sent by email and a successful transmission report or return receipt is generated.
13.9.2. All notices under this Agreement must be addressed to:
For Devyce: [email protected]
For Customer: the latest address or email address registered to its Devyce account.
or the most recent address or email address notified to the other party from time to time.
13.10. Law and jurisdiction. This Agreement shall be governed by and interpreted according to the laws of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
13.11. Additional definitions and interpretation
13.12. The following definitions apply in this Agreement:
Authorised Users: means your employees, agents and independent contractors who are authorised by you to use the Services.
Bespoke Offer: means a custom deal agreed between us for the provision of the Services as and outlined in, and agreed by, email.
Customer Data: means the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating the your use of the Services.
Fees: means the fees shown during the checkout process, set out in any Bespoke Offer or otherwise agreed between us.
Initial Subscription Term: means one (1) month, the term outlined in a Bespoke Offer, or such other period agreed between us.
Total Subscription Term: means the Initial Subscription Term together with any subsequent Renewal Periods.
1. We may choose to offer you a free trial of any of our Services. This is at our sole discretion. We will make the commercial terms of any trial clear to you in writing in advance of the trial commencing. This may include clauses such as a requirement to start paying the Fees when a certain usage is reached, regardless of the remaining time on the free trial.
2. If the commercial terms offered to you differ from those shown through our automated billing system, those offered to you shall stand.
3. After the free trial expires, you will be deemed to have activated a full subscription to the Services and be liable for payment of the applicable Fees unless we are notified that you do not want to subscribe to the Services prior to the end of the trial through our automated billing system or via email.
4. If you choose to cancel any free trial by email, you should note that an automated system may still attempt to take payment. In particular, if you cancel the trial within one working day of its expiry. In this case we will refund any payment as soon as practicable upon you advising us that this has happened.
5. During any free trial we may at our discretion limit or censor SMS message content that is received by you in order to protect our business interests. Specifically, we may seek to remove activation codes, or numbers that could appear to be activation codes, from any messages received by you. We aim to make the full content of such messages available on the activation of your full subscription. We make no warranties as to the accuracy of this system and thus make no warranty as to the content of messages received during a free trial. However, we will mark any censored messages in a clear and obvious fashion.