Terms & Conditions

Clever Numbers

  1. DEFINITIONS
    1. In these Conditions the following terms shall have the meaning indicated:
    2. "the Agreement" shall mean the contract between Moneypenny and the Customer to which these Conditions apply; "the Customer" shall mean the person, company or organisation to whom Moneypenny agrees to provide the Services in accordance with these Conditions; "Moneypenny" means Callitech Limited trading as "Moneypenny", Company Number: 3894972 whose registered office is at Western Gateway, Wrexham LL13 7ZB (and where the context requires shall include its successors assignees);"Retail Prices Index" the Retail Prices Index (all items, excluding mortgages) as published by the Office for National Statistics from time to time or failing such publication such other index as the parties may agree most closely resembles such index; "Services" means the services to be provided by Moneypenny to the Customer under the Agreement
    3. Headings in these Conditions shall not affect their interpretation
    4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    6. A reference to writing or written includes faxes and e-mail.
    7. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
    8. References to these Conditions are to the conditions of the Agreement.
  2. SCOPE OF CONDITIONS
    1. These Conditions shall apply to and be incorporated into the Agreement; and
    2. These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
    3. The commencement of the provision of the Services by Moneypenny (including provision during any trial period) constitutes an offer by Moneypenny to supply the Services in accordance with these Conditions and the Customer agreeing to use the Services constitutes acceptance of these Conditions The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Agreement.
  3. MONEYPENNY'S DUTIES
    1. Moneypenny's duties to the Customer shall consist of the provision of the Services to include the receiving of incoming telephone calls intended for the Customer and the dispatch to the Customer of such calls to their appropriate location.
    2. Moneypenny undertakes not to use the Customer's address in publicity materials, publications or products without the prior written consent of the Customer.
  4. ADVERTISING
    1. The Customer undertakes not to use Moneypenny's address in publicity materials, publications or products without the prior written consent of Moneypenny.
  5. DURATION & TERMINATION
    1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other in accordance with this Clause '5' or immediately on giving notice to the other if:
      1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
      2. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      3. the other party repeatedly breaches any of the terms of the Agreement or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
      4. the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
      5. The Customer must give one month's notice from the date of the next invoice for any termination.
    2. On termination of the Agreement for any reason:
      1. the Customer shall immediately pay to Moneypenny all of Moneypenny's outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted Moneypenny may submit an invoice, which shall be payable immediately on receipt;
      2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  6. CHARGES PAYMENT AND INTEREST
    1. Unless otherwise agreed in writing by Moneypenny all sums due to Moneypenny under the Agreement, as detailed in Schedule 1, shall be payable immediately on the monthly anniversary of the contract.
    2. Moneypenny will process payment by the agreed means and make available for viewing or download on the Moneypenny website a copy of an invoice or provide the customer an invoice electronically.
    3. All charges under the Agreement shall be subject to VAT at the prevailing rate.
      1. Regional, National and Freephone numbers will be charged at 2 pence per minute for landline calls and 9 pence per minute for mobile calls after all inclusive minutes have been used. Freephone numbers also incur an additional charge of 5 pence per minute after all inclusive minutes have been used.
      2. Inclusive minutes are defined as 200 minutes to landlines and 200 minutes to mobiles. Inclusive minutes across landlines and mobiles are non-transferable.
    4. The parties agree that Moneypenny may review and increase the charges for the Services. Moneypenny will give the Customer 30 days written notice of any such increase.
    5. Without prejudice to clause 6.3 Moneypenny shall increase the charges for the Services on an annual basis in line with the percentage increase in the Retail Prices Index in the preceding twelve month period.
  7. SOFTWARE
    1. All software in whatever form provided by Moneypenny for the purpose of providing the Services remains the property of Moneypenny. Moneypenny grants the Customer a non-exclusive, non-transferable licence to any such software for the purpose of using the Service and for no other purpose. The Customer shall not reproduce the software, shall keep it in confidence and shall not modify it.
    2. The Customer acknowledges that, where Moneypenny does not own the software supplied, the Customer's use of rights is conditional on Moneypenny obtaining a written licence or sub-licence from the relevant licensor on such terms as will entitle Moneypenny to licence such rights to the Customer.
  8. DATA AND CALL MONITORING
    1. Without prejudice to any other rights or remedies which the parties may have, subject to clause 10.6 information about individual clients and their employees is kept strictly confidential in accordance with the Data Protection Act 1998
    2. The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Moneypenny in connection with the Services.
  9. ASSIGNMENT
    1. Moneypenny, in consultation with the Customer and only by giving one months notice in writing, shall have the right to assign, sub-contract or otherwise delegate all or any of its rights and obligations under the Agreement.
  10. OFFERS OF EMPLOYMENT
    1. For the duration of this Agreement and for a period of 6 months after its termination, neither party shall, without the prior written consent of the other, solicit the employment of any person employed by the other party in the course of developing, supplying, maintaining or supporting the Product(s) or any part of it.
  11. DAMAGES
    1. This Condition 13 sets out the entire financial liability of Moneypenny (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
      1. any breach of the Agreement including any deliberate personal repudiatory breach OR any deliberate breach of this Agreement by Moneypenny, or its employees, agents or subcontractor;
      2. any use made by the Customer of the Services, or the equipment that has been supplied to the Customer under the terms of this Agreement or any part of them; and
      3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
    3. Nothing in these Conditions limits or excludes the liability of Moneypenny:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Moneypenny; or
    4. Subject to condition 13.2 and condition 13.3:
      1. Moneypenny shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of information; or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
      2. Moneypenny's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the agreement shall be limited to an amount equal to the last monthly invoice for the Services used by the Customer.
  12. CONFIDENTIALITY
    1. Moneypenny shall treat all calls as confidential. However, should Moneypenny be served with an appropriate order or warrant Moneypenny shall disclose such information as required by law.
  13. FORCE MAJEURE
    1. Neither party shall be liable for failure to perform obligations, if under the Agreement, that failure results from any circumstances beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the work force of Moneypenny or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default of suppliers or subcontractors, provided it:
      1. has taken all reasonable steps to prevent and avoid the Force Majeure Event:
      2. takes all reasonable steps to overcome and mitigate the effects of the Force Majeure event as soon as reasonably practicable:
      3. on becoming aware of the force Majeure Event, promptly informs the other party in writing of the Force Majeure event, the known or anticipated impact of the Force Majeure Event and with a reasonable estimate of the period during which the Force Majeure Event will continue:
      4. as soon as is reasonably practicable after becoming aware of the Force Majeure event, such party provides written confirmation and reason able evidence for the Force Majeure event to the other party and:
      5. notifies the other party when the Force Majeure Event has concluded.
  14. CUSTOMER'S OBLIGATIONS
    1. The Customer shall co-operate with Moneypenny in all matters relating to the Services
    2. The Customer shall: provide such information as Moneypenny may reasonably request and the Customer considers reasonably necessary, in order to carry out the Services in a timely manner and ensure that it is accurate in all material respects;
    3. The Customer shall at all times indemnify and hold harmless Moneypenny from and against any and all claims demands proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by Moneypenny arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the provision of the Services or otherwise.
  15. ENTIRE AGREEMENT
    1. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    2. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract.
    3. Nothing in this condition shall limit or exclude any liability for fraud.
  16. RIGHTS
    1. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
  17. WAIVER
    1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
    2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
  18. NOTICE
    1. Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by e-mail, pre-paid first-class post, recorded delivery or by commercial courier to the other party at the address specified by the relevant party by notice in writing to the other party.
    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address for the party or, if sent by e-mail, pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
    3. This Condition 20 shall not apply to the service of any in any proceedings or other documents in any legal action.
  19. GOVERNING LAW
    1. This agreement shall be interpreted with English Law and both parties agree to be bound by the jurisdiction of the English Courts.

Moneypenny House, Western Gateway, Wrexham LL13 7ZB

0345 123 3700

accounts@moneypenny.co.uk

www.moneypenny.com/uk/

Callitech Limited trading as Moneypenny. Registered in England 3894972

VAT Registration Number 974 871957

Mobile Answering

  1. DEFINITIONS
    1. In these Conditions the following terms shall have the meaning indicated:
    2. "the Agreement" shall mean the contract between Moneypenny and the Customer to which these Conditions apply; "the Customer" shall mean the person, company or organisation to whom Moneypenny agrees to provide the Services in accordance with these Conditions; "Moneypenny" means Callitech Limited trading as "Moneypenny", Company Number: 3894972 whose registered office is at Moneypenny House, Western Gateway, Wrexham, LL13 7ZB (and where the context requires shall include its successors assignees);"Retail Prices Index" the Retail Prices Index (all items, excluding mortgages) as published by the Office for National Statistics from time to time or failing such publication such other index as the parties may agree most closely resembles such index; "Services" means the services to be provided by Moneypenny to the Customer under the Agreement
    3. Headings in these Conditions shall not affect their interpretation
    4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    6. A reference to writing or written includes faxes and e-mail.
    7. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
    8. References to these Conditions are to the conditions of the Agreement.
  2. SCOPE OF CONDITIONS
    1. These Conditions shall apply to and be incorporated into the Agreement; and
    2. These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
    3. The commencement of the provision of the Services by Moneypenny (including provision during any trial period) constitutes an offer by Moneypenny to supply the Services in accordance with these Conditions and the Customer agreeing to use the Services constitutes acceptance of these Conditions The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Agreement.
  3. MONEYPENNY'S DUTIES
    1. Moneypenny's duties to the Customer shall consist of the provision of the Services to include the receiving of incoming telephone calls intended for the Customer and will process messages or voicemails on behalf of the Customer. If required Moneypenny will dispatch calls to their appropriate location.
    2. Moneypenny undertakes not to use the Customer's address in publicity materials, publications or products without the prior written consent of the Customer.
  4. ADVERTISING
    1. The Customer undertakes not to use Moneypenny's address in publicity materials, publications or products without the prior written consent of Moneypenny.
  5. DURATION & TERMINATION
    1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other in accordance with this Clause '5' or immediately on giving notice to the other if:
      1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
      2. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      3. the other party repeatedly breaches any of the terms of the Agreement or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
      4. the Customer exceeds the Fair Use Policy (see Clause '22'); or
      5. the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
      6. The Customer must give one month's notice from the date of the next invoice for any termination. Once the notice period has expired it is the responsibility of the Customer to remove their divert to Moneypenny and Moneypenny is not responsible for any calls presented after the termination date.
    2. On termination of the Agreement for any reason:
      1. the Customer shall immediately pay to Moneypenny all of Moneypenny's outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted Moneypenny may submit an invoice, which shall be payable immediately on receipt;
      2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  6. CHARGES PAYMENT AND INTEREST
    1. Unless otherwise agreed in writing by Moneypenny all sums due to Moneypenny under the Agreement, shall be payable by the Customer by direct debit or credit card immediately on the month anniversary of the contract.
    2. Moneypenny will process payment by the agreed means and make available for viewing or download on the Moneypenny website a copy of an invoice or provide the customer an invoice electronically.
    3. All charges under the Agreement shall be subject to VAT at the prevailing rate.
    4. The parties agree that Moneypenny may review and increase the charges for the Services. Moneypenny will give the Customer 30 days written notice of any such increase.
    5. Without prejudice to clause 6.3 Moneypenny shall increase the charges for the Services on an annual basis in line with the percentage increase in the Retail Prices Index in the preceding twelve month period.
  7. INFORMATION
    1. The Customer undertakes to provide Moneypenny with all information and co-operation that Moneypenny reasonably requires to enable Moneypenny to perform the Services and to observe its obligation under the Agreement.
  8. DIVERSION FACILITY
    1. If the Customer is diverting its existing mobile phone calls to the Moneypenny service, it is the Customer's responsibility to ensure that the divert facility is properly set-up by their mobile network provider to ensure that the respective call traffic is directed to the appropriate Moneypenny telephone number.
    2. It is the Customer's responsibility to ensure that all medium or means required to receive communications is fully operational
    3. The Customer accepts that the diversion facility is only available on 'Pay Monthly' contracts and only on the mobile network providers listed on the website and within the Mobile Answering app.
    4. The Customer will not divert any additional numbers to the Moneypenny telephone number, other than the mobile number specified on sign up and if found doing so Moneypenny will have the right to terminate the agreement forthwith without any notice to the customer.
  9. SOFTWARE
    1. All software in whatever form provided by Moneypenny for the purpose of providing the Services remains the property of Moneypenny. Moneypenny grants the Customer a non-exclusive, non-transferable licence to any such software for the purpose of using the Service and for no other purpose. The Customer shall not reproduce the software, shall keep it in confidence and shall not modify it.
    2. The Customer acknowledges that, where Moneypenny does not own the software supplied, the Customer's use of rights is conditional on Moneypenny obtaining a written licence or sub-licence from the relevant licensor on such terms as will entitle Moneypenny to licence such rights to the Customer.
  10. DATA AND CALL MONITORING
    1. Without prejudice to any other rights or remedies which the parties may have, subject to clause 10.6 information about individual clients and their employees is kept strictly confidential in accordance with the Data Protection Act 1998
    2. All information disclosed by and/or relating to (i) the Customer and its directors, employees, contractors and consultants, and (ii) any person or organisation from whom Moneypenny receives a telephone call, facsimile or e-mail for or on behalf of the Customer (a "caller"), will be treated as strictly confidential and not disclosed to any person, expect to such of the Customer's directors, employees, contractors and consultants as the Customer may notify to Moneypenny from time to time:
    3. "Information" includes (without limitation) (i) the name, company, firm or organisation, telephone number and other personal and contact details of the caller, (ii) the nature and content of the call, facsimile or e-mail (including any attachments to the facsimile or e-mail , and any messages or voicemails left by the caller), and (iii) the existence of the call, facsimile or e-mail; whether disclosed, recorded or stored verbally, in writing, electronically, or by any other means;
    4. Moneypenny will process all "personal data" (as defined in the Data Protection Act 1998) relating to the Customer, the Customer's directors, employees, contractors and consultants, and callers strictly in accordance with the Data Protection Act 1998. For the purposes of this agreement, "process" will include (without limitation) the collection, recording, storage and disposal of personal data; and
    5. In the event that Moneypenny breaches any or all of the above mentioned provisions, the Customer reserves the right to terminate the agreement forthwith without notice to Moneypenny.
    6. The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Moneypenny in connection with the Services.
    7. Calls may be monitored or recorded but only for training purposes.
  11. ASSIGNMENT
    1. Moneypenny, in consultation with the Customer and only by giving one months notice in writing, shall have the right to assign, sub-contract or otherwise delegate all or any of its rights and obligations under the Agreement.
  12. OFFERS OF EMPLOYMENT
    1. For the duration of this Agreement and for a period of 6 months after its termination, neither party shall, without the prior written consent of the other, solicit the employment of any person employed by the other party in the course of developing, supplying, maintaining or supporting the product(s) or any part of it.
  13. DAMAGES
    1. This Condition 13 sets out the entire financial liability of Moneypenny (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
      1. any breach of the Agreement including any deliberate personal repudiatory breach OR any deliberate breach of this Agreement by Moneypenny, or its employees, agents or subcontractor;
      2. any use made by the Customer of the Services, or the equipment that has been supplied to the Customer under the terms of this Agreement or any part of them; and
      3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
    3. Nothing in these Conditions limits or excludes the liability of Moneypenny:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Moneypenny; or
    4. Subject to condition 13.2 and condition 13.3:
      1. Moneypenny shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of information; or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
      2. Moneypenny's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the agreement shall be limited to an amount equal to the last monthly invoice for the Services used by the Customer.
  14. CONFIDENTIALITY
    1. Moneypenny shall treat all messages as confidential. However, should Moneypenny be served with an appropriate order or warrant Moneypenny shall disclose such information as required by law.
  15. FORCE MAJEURE
    1. Neither party shall be liable for failure to perform obligations, if under the Agreement, that failure results from any circumstances beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the work force of Moneypenny or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default of suppliers or subcontractors, provided it:
      1. has taken all reasonable steps to prevent and avoid the Force Majeure Event:
      2. takes all reasonable steps to overcome and mitigate the effects of the Force Majeure event as soon as reasonably practicable:
      3. on becoming aware of the force Majeure Event, promptly informs the other party in writing of the Force Majeure event, the known or anticipated impact of the Force Majeure Event and with a reasonable estimate of the period during which the Force Majeure Event will continue:
      4. as soon as is reasonably practicable after becoming aware of the Force Majeure event, such party provides written confirmation and reason able evidence for the Force Majeure event to the other party and:
      5. notifies the other party when the Force Majeure Event has concluded.
  16. CUSTOMER'S OBLIGATIONS
    1. The Customer shall co-operate with Moneypenny in all matters relating to the Services
    2. The Customer shall: provide such information as Moneypenny may reasonably request and the Customer considers reasonably necessary, in order to carry out the Services in a timely manner and ensure that it is accurate in all material respects;
    3. The Customer shall at all times indemnify and hold harmless Moneypenny from and against any and all claims demands proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by Moneypenny arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the provision of the Services or otherwise.
  17. ENTIRE AGREEMENT
    1. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    2. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract.
    3. Nothing in this condition shall limit or exclude any liability for fraud.
  18. RIGHTS
    1. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
  19. WAIVER
    1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
    2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
  20. NOTICE
    1. Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by e-mail, pre-paid first-class post, recorded delivery or by commercial courier to the other party at the address specified by the relevant party by notice in writing to the other party.
    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address for the party or, if sent by e-mail, pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
    3. This Condition 20 shall not apply to the service of any in any proceedings or other documents in any legal action.
  21. GOVERNING LAW
    1. This agreement shall be interpreted with English Law and both parties agree to be bound by the jurisdiction of the English Courts.
  22. CALL CHARGES
    1. The monthly subscription fee is £5 per month. Calls are charged at 2p per second. Only calls that exceed 5 seconds will be charged for. There is a minimum call charge of 30 seconds.
    2. The caller transfer service is £5 per month. Inbound calls are charged at 2p per second. Outbound calls are charged at 2p per minute on landline and 9p per minute on mobile.

Moneypenny House, Western Gateway, Wrexham LL13 7ZB

0345 123 3700

accounts@moneypenny.co.uk

www.moneypenny.com/uk/

Callitech Limited trading as Moneypenny. Registered in England 3894972

VAT Registration Number 974 871957

Pocket Phone System

  1. DEFINITIONS
    1. In these Conditions the following terms shall have the meaning indicated:
    2. “the Agreement” shall mean the contract between Moneypenny and the Customer to which these Conditions apply; “the Customer” shall mean the person, company or organisation to whom Moneypenny agrees to provide the Services in accordance with these Conditions; “Moneypenny” means Callitech Limited trading as “Moneypenny”, Company Number: 3894972 whose registered office is at Western Gateway, Wrexham, LL13 7ZB (and where the context requires shall include its successors assignees);“Retail Prices Index” the Retail Prices Index (all items, excluding mortgages) as published by the Office for National Statistics from time to time or failing such publication such other index as the parties may agree most closely resembles such index; “Services” means the services to be provided by Moneypenny to the Customer under the Agreement.
    3. Headings in these Conditions shall not affect their interpretation.
    4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    6. A reference to writing or written includes faxes and e-mail.
    7. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
    8. References to these Conditions are to the conditions of the Agreement.
  2. SCOPE OF CONDITIONS
    1. These Conditions shall apply to and be incorporated into the Agreement; and
    2. These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
    3. The commencement of the provision of the Services by Moneypenny (including provision during any trial period) constitutes an offer by Moneypenny to supply the Services in accordance with these Conditions and the Customer agreeing to use the Services constitutes acceptance of these Conditions The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Agreement.
  3. MONEYPENNY’S DUTIES
    1. Moneypenny’s duties to the Customer shall consist of the provision of the Services to include the receiving of incoming telephone calls intended for the Customer and the dispatch to the Customer of such calls to their appropriate location. If required Moneypenny will process messages or voicemail on behalf of the Customer.
    2. Moneypenny undertakes not to use the Customer’s name, address or logo in publicity materials, publications or products without the prior written consent of the Customer.
  4. ADVERTISING
    1. The Customer undertakes not to use Moneypenny’s name, address or logo in publicity materials, publications or products without the prior written consent of Moneypenny.
  5. DURATION & TERMINATION
    1. This agreement shall commence on the Commencement Date. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other in accordance with this Clause ‘5’ or immediately on giving notice to the other if:
      1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
      2. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      3. the other party repeatedly breaches any of the terms of the Agreement or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
      4. the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply
      5. The Customer may terminate the Agreement for convenience by giving Moneypenny written notice to expire one month from the date of the next invoice received by the Customer.
      6. The Customer may terminate the Agreement for convenience by giving Moneypenny written notice to expire one month from the date of the next invoice received by the Customer.
      7. Moneypenny may terminate the Agreement for convenience by giving the Customer written notice to expire one month from the date of the next invoice received by the Customer
    2. On termination of the Agreement for any reason:
      1. subject to clause 5.2.2 below, the Customer shall immediately pay to Moneypenny all of Moneypenny’s outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted Moneypenny may submit an invoice, which shall be payable immediately on receipt;
      2. Moneypenny shall be entitled to charge for the Services during the relevant notice period at the higher of the then current rate of fees payable by the Customer or a rate based on the average of the fees payable by the Customer during the previous 12 months.
      3. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  6. CHARGES PAYMENT AND INTEREST
    1. Unless otherwise agreed in writing by Moneypenny all monthly sums due to Moneypenny under the Agreement, as detailed in Schedule 1, shall be payable immediately on the monthly anniversary of the contract.
    2. Moneypenny will process payment by the agreed means and make available for viewing or download on the Moneypenny website a copy of an invoice or provide the customer an invoice electronically.
    3. All charges under the Agreement shall be subject to VAT at the prevailing rate.
    4. General Principals for all schemes:
      • All prices are exclusive of VAT
    5. Subscription Charges:
      • “Run” subscription charge is £15 per invoice period
      • “Sprint” subscription charge is £25 per invoice period
      • “Fly” subscription charge is £35 per invoice period
    6. Inclusive Minutes:
      • Inclusive minutes refer to outbound transfers to a number listed in a recipient and are calculated from the minute the call is answered to the minute the call is disconnected
      • Inclusive minutes do not include calls to Moneypenny Answering
      • Outbound calls made from the app are not covered by inclusive minutes on any scheme
      • Inclusive minutes will be allocated against landline minutes first and then mobile minutes per invoice period
      • “Run” has 400 inclusive minutes
      • “Sprint” has 600 inclusive minutes
      • “Fly” has 800 inclusive minutes
    7. Outbound transfer Minute Charges:
      • Outbound transfer minutes are calculated from the minute the call is answered to the minute the call is disconnected
      • Calls connected to a landline number are charged at 2 pence per minute
      • Calls connected to a mobile number are charged at 9 pence per minute
      • Outbound minutes are rounded up to the next full minute
      • Inclusive minutes will be allocated against landline minutes first and then mobile minutes per invoice period
    8. Outbound calls made from app:
      • Outbound call minutes for calls made from the app (using the supplied business number) are calculated from the minute the call is answered to the minute the call is disconnected
      • Call minutes are rounded up to the next full minute
      • Calls made to a landline are charged at 2 pence per minute
      • Calls made to a mobile are charged at 9 pence per minute
      • Outbound calls are not covered by inclusive minutes on any scheme
      • Outbound calls made from an 0800 business number account are surcharged at 5 pence per minute
    9. Moneypenny Answering Subscription and Per Second Charge:
      • Moneypenny Answering is charged at £10 on top of any subscription per invoice period
      • Moneypenny Answering Per Second charges are calculated from the second the call is answered by a Moneypenny PA to the second the call is disconnected
      • Calls are charged at 2 pence per second
      • Calls lasting 5 seconds or below are not charged
      • There is a minimum call charge of 30 seconds
      • All calls are rounded up to the next full second
    10. Included numbers:
      • “Run” includes 1 business or divert number as part of the monthly subscription fee
      • “Sprint” includes 1 business or divert number as part of the monthly subscription fee
      • “Fly” includes 3 business or divert numbers as part of the monthly subscription fee
      • If included number/numbers are an 0800 number please see “0800 numbers” below
    11. Additional Numbers: All packages:
      • Any additional business or divert numbers are charged at £10 each per invoice period
      • 0800 numbers are charged at an additional £5 per invoice period – see below for more information
    12. 0800 numbers – All Packages:
      • 0800 numbers are charged at an additional £5 per invoice period
      • 0800 numbers incur a 5 pence per minute additional charge for all incoming minutes for the total length of the call (rounded up to the next full minute)
      • 0800 numbers incur a 5 pence per minute additional charge for all outbound calls made from the app
    13. Recipients:
      • “Run” includes 1 Recipient as part of the monthly subscription fee
      • “Sprint” includes 3 Recipients as part of the monthly subscription fee
      • “Fly” includes 6 Recipients as part of the monthly subscription fee
      • Additional Recipients are charged at £5 per invoice period
    14. Moneypenny Professionally Recorded Greeting:
      • “Fly” includes 1 Professionally Recorded Greeting in the subscription
      • All other Professionally Recorded Greetings are charged at £15 per greeting
    15. Voicemail Transcriptions:
      • 50 voicemail transcriptions are included per month; additional transcriptions cost £0.50 each.
    16. The parties agree that Moneypenny may review and increase the charges for the Services. Moneypenny will give the Customer 30 days' written notice of any such increase.
    17. Moneypenny may increase the charges for the Services on an annual basis in line with the percentage increase in the Retail Prices Index in the preceding twelve month period. In the event of any increase over and above this, Moneypenny shall give the Customer 60 calendar days' written notice with the reasons for such increase.
  7. INFORMATION
    1. The Customer undertakes to provide Moneypenny with all information and co-operation that Moneypenny reasonably requires to enable Moneypenny to perform the Services and to observe its obligation under the Agreement.
  8. DIVERSION FACILITY
    1. If the Customer is diverting its existing telephone calls to the Moneypenny service, it is the Customer’s responsibility to ensure that the divert facility is properly set-up by their network provider to ensure that the respective call traffic is directed to the appropriate Moneypenny telephone number.
    2. It is the Customer’s responsibility to ensure that all medium or means required to receive communications is fully operational.
  9. EQUIPMENT AND SOFTWARE
    1. All software and hardware in whatever form provided by Moneypenny for the purpose of providing the Services remains the property of Moneypenny. Moneypenny grants the Customer a non-exclusive, non-transferable licence to any such software for the purpose of using the Service and for no other purpose. The Customer shall not reproduce the software, shall keep it in confidence and shall not modify it.
    2. The Customer acknowledges that, where Moneypenny does not own the software or hardware supplied, the Customer’s use of rights is conditional on Moneypenny obtaining a written licence or sub-licence from the relevant licensor on such terms as will entitle Moneypenny to licence such rights to the Customer.
  10. DATA AND CALL MONITORING
    1. Moneypenny and the Customer acknowledge that for the purposes of the Data Protection Act 1998 (“DPA”) (as may be amended, extended, re-enacted or superseded by General Data Protection Regulation (Regulation (EU) 2016/679)), the Customer is the data controller and the Moneypenny is the data processor in relation to personal data as defined in the DPA (“Personal Data”).
    2. Moneypenny shall, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
      1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
      2. take reasonable steps to ensure compliance with those measures.
      3. Moneypenny shall process all Personal Data relating to (i) the Customer, the Customer’s directors, employees, contractors and consultants (ii) any person or organisation from whom Moneypenny receives a telephone call, facsimile or e-mail for or on behalf of the Customer (a “Caller”) strictly in accordance with the DPA.
      4. For the purposes of this Agreement, “process” shall include (without limitation) the collection, recording, storage and disposal of Personal Data.
      5. Moneypenny shall notify the Customer without undue delay upon becoming aware of any breach of any the provisions of this clause 10. In the event that Moneypenny breaches any or all of the above mentioned provisions, the Customer reserves the right to terminate the Agreement forthwith without notice to Moneypenny.
      6. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of Moneypenny in connection with the Services.
      7. The Customer warrants that this Agreement and the Services provided under it will not amount to any breach of any contract or arrangements it has with any of its clients or customers.
      8. Calls may be monitored or recorded but only for training purposes.
    3. ASSIGNMENT
      1. Moneypenny, in consultation with the Customer and only by giving one month’s notice in writing, shall have the right to assign, sub-contract or otherwise delegate all or any of its rights and obligations under the Agreement.
    4. OFFERS OF EMPLOYMENT
      1. For the duration of this Agreement and for a period of 6 months after its termination, neither party shall, without the prior written consent of the other, solicit the employment of any person employed by the other party in the course of developing, supplying, maintaining or supporting the Product(s) or any part of it.
    5. DAMAGES
      1. This Condition 13 sets out the entire financial liability of Moneypenny (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
        1. any breach of the Agreement including any deliberate personal repudiator breach or any deliberate breach of this Agreement by Moneypenny, or its employees, agents or subcontractors;
        2. any use made by the Customer of the Services, or the equipment that has been supplied to the Customer under the terms of this Agreement or any part of them; and
        3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement.
      2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
      3. Nothing in these Conditions limits or excludes the liability of Moneypenny:
        1. for death or personal injury resulting from negligence; or
        2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Moneypenny; or
      4. subject to condition 13.2 and condition 13.3:
        1. Moneypenny shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of information; or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
        2. Moneypenny’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the agreement shall be limited to an amount equal to the aggregate of the invoices for the Services used by the Customer over the previous 12 months.
    6. CONFIDENTIALITY
      1. For the purpose of this Agreement “Confidential Information” is defined as:
        1. the name, company, firm or organisation, telephone number and other personal and contact details of a Caller (as defined at clause 10.3);
        2. the nature and content of the call, facsimile or e-mail including any attachments to the facsimile or e-mail, and any messages or voicemails left by the Caller;
        3. the existence of the call, facsimile or e-mail; and
        4. any information identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
      2. Moneypenny undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information (except as permitted by clause 14.3) relating to:
        1. the Customer and its directors, employees, contractors and consultants; and
        2. a Caller.
      3. Moneypenny may disclose Confidential Information:
        1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under or in connection with this Agreement. Moneypenny shall ensure that its employees, officers, representatives or advisers to whom it discloses the Client’s Information comply with this clause 14; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      4. The Customer undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Moneypenny, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      5. For the purpose of clause 14.4 confidential information relating to Moneypenny shall include any information supplied whether in writing, orally or otherwise to the Customer marked as “confidential” described as “confidential” or which might reasonably be assumed to be confidential.
    7. FORCE MAJEURE
      1. Neither party shall be liable for failure to perform obligations, if under the Agreement, that failure results from any circumstances beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the work force of Moneypenny or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default of suppliers or subcontractors, provided it:
        1. has taken all reasonable steps to prevent and avoid the Force Majeure Event:
        2. takes all reasonable steps to overcome and mitigate the effects of the Force Majeure event as soon as reasonably practicable:
        3. on becoming aware of the force Majeure Event, promptly informs the other party in writing of the Force Majeure event, the known or anticipated impact of the Force Majeure Event and with a reasonable estimate of the period during which the Force Majeure Event will continue:
        4. as soon as is reasonably practicable after becoming aware of the Force Majeure event, such party provides written confirmation and reason able evidence for the Force Majeure event to the other party and:
        5. notifies the other party when the Force Majeure Event has concluded.
    8. CUSTOMER'S OBLIGATIONS
      1. The Customer shall co-operate with Moneypenny in all matters relating to the Services.
      2. The Customer shall: provide such information as Moneypenny may reasonably request and the Customer considers reasonably necessary, in order to carry out the Services in a timely manner and ensure that it is accurate in all material respects;
      3. The Customer shall at all times indemnify and hold harmless Moneypenny from and against any and all claims demands proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by Moneypenny arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the provision of the Services or otherwise.
    9. ENTIRE AGREEMENT
      1. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
      2. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract.
      3. Nothing in this condition shall limit or exclude any liability for fraud.
    10. RIGHTS
      1. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
    11. WAIVER
      1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
      2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
    12. NOTICE
      1. Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by e-mail, pre-paid first-class post, recorded delivery or by commercial courier to the other party at the address specified by the relevant party by notice in writing to the other party.
      2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address for the party or, if sent by e-mail, pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
      3. This Condition 20 shall not apply to the service of any in any proceedings or other documents in any legal action.
    13. GOVERNING LAW
      1. This agreement shall be interpreted with English Law and both parties agree to be bound by the jurisdiction of the English Courts.

    Moneypenny House, Western Gateway, Wrexham LL13 7ZB

    0333 20 21 020

    hello@moneypenny.co.uk

    moneypenny.co.uk

    Callitech Limited trading as Moneypenny. Registered in England 3894972

    VAT Registration Number 974 871957