This Contract sets forth the Terms & Condition on that Sipco accepts to provide Services and /or Products to you .This Contract begins on the date that Sipco first accept your purchase order.

 The terms “Sipco”, “we” ,”us” and “our” indicate Sipco which is Maxteleco’s Trade Mark whose registered office is at 3 Accommodation Road. London United Kingdom NW11 8ED.

The terms “you” and “your” indicate you the customer, the terms “Charges” indicates the charges for and related to the Service and Products, as applicable in accordance with the Contract.

1. Essential Service Information

1.1: By signing up to the Service you acknowledge and consent that the Service may not offer all of the features that you would expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, like failures of your internet service provider or broadband connection and power disruptions must maintain your broadband connection in order to use the Service.

1.2: If the Service is fully operational, 999/112 public emergency call services can be accessed. Yet, you agree and acknowledge that there may be some limitations as set out in the below sections.

1.3: Emergency calls may fail if you have a power cut or broadband connection fails.

Please Note:

It is always best to have a second options of contacting the Emergency Services such as a mobile phone or a wired, phone plugged into the PSTN.

Even the ordinary Digital Enhanced Cordless Technology or wireless phone will not operate if the power fails; nor will a standard office PBX.

1.4: For each phone line that you utilize with the Service, you must register with Sipco the physical location where you will be using the Service. The initial location will be registered as a part of subscribing to the Service. It is Customer responsibility to maintain the accuracy of her/his location address by emailing 999@sipco.co.uk, if there are any changes. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. When you dial 999/112 you will need to declare the physical location and phone number clearly and promptly while emergency operators and authorities may not have this information. It is also worth to register your phone number address with Emergency Services data base.

1.5: Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call can not to be completed, is dropped or disconnected, or if you are unable to speak to tell Emergency service your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up. Please note, the emergency operator will ask where you are & your telephone number so that they can rescue you quickly.

1.6: Customer agrees to inform potential users of the Service of the above limitations and customer acknowledges and agrees that customer always has an alternative means of accessing 999/112 emergency services.

1.7: If Sipco suspends the Service you may not be able to dial 999/112.

1.8: Number portability might not be available with the Service. If customer moves the service to or from Maxteleco or to or from another provider, customer might not be able to continue with the telephone number. Maxteleco will not process a number porting request unless customer’s account is completely current, including payment for all Service charges and applicable disconnection fees.

1.9: From September 2008, Customers can access the emergency services by calling 999/ 112 at no charge.

2. Use of the Service

2.1: You agree that you will utilize our Service in accordance with such instructions as we may notify to you and in accordance with any applicable laws and regulations in the UK. You are responsible for all activities and usage of the Service and for any breaches of this Contract that may result. It is your responsibility to make sure that the Service is not used, either you or by anyone else, for any unlawful or fraudulent purposes.

2.2: You undertake not to use the Service nor allow others to use the Service:

2.2.1 To convey a message which is defamatory, abusive, obscene, unpleasant, threatening or otherwise criminal in nature or in breach of any copyright, privacy or any other rights; or

2.2.2 In a way that in Sipco's reasonable opinion might affect the performance of the Service and/or Products supplied by us either deliberately or due to malfunction.

2.3: All information presented by you must be true and accurate.

2.4: You consent that the Sipco’s Service is for your business use only and that you will not without our prior permission in writing re-sell or re-supply the Service and/or Products to others for money or monies worth.

2.5: You consent to notify us straight away by calling the Sipco customer support if Product used to access the Service is stolen or if you become aware of any unauthorised use of the Service. Failure to do so may result in you being accountable for any losses occurring as a result of such unauthorised use and suspension or termination of your Service.

2.6: You must not reconfigure or interfere with any products provided to you for the purpose of accessing the Service and/or Products. In the case if you do so, Sipco reserves the right to withhold support and suspend or terminate the Service.

2.7: The Product should be kept and used in strict accordance with instructions issued by the manufacturer or us and should not be used in conjunction with other products not approved by the manufacturer or us. You are only allowed to use the Products to connect to the Sipco network.

2.8: You will not share your account with any unrelated person ('unrelated' being persons outside your own household or organisation). Where you authorise another related party to use your account, you are liable for their usage of your account.

2.9: If you give your account details to any third party, you are responsible for any use or abuse they might make of that information, for example the use of any calling credit.

2.10: If the Service is affected or unavailable other than due to our fault you will continue to be billed for the Service.

2.11: If using any call diversion (forwarding) facilities you must ensure that any third party is aware that you are forwarding calls to them.

2.12: You must keep your service password confidential and please counsel us of any suspected breach of its confidentiality.

3. Termination of Service

3.1: We can terminate the services upon notifying you by email if you breach or suspected to breach this Contract and fail to remedy the breach within a reasonable time specified in a written notice from us to do so.

3.2: We will terminate your services if you make an arrangement with your creditors: a) you commit an act of bankruptcy, b) someone brings a petition, c) receiving order or administration order against you to make you bankrupt, d) you are a limited company and a resolution to wind you up is passed or a receiver or administrator is appointed over all or part of your assets. We may also terminate this Contract if we assume any of the above things may happen.

3.3: We can terminate this Contract if any regulatory amend touching our facility to offer the Service is established, including but not limited to any authorisation or licence under which we provide the Service expiring or being revoked.

3.4: We may terminate this Contract at any time without liability to you if any underlying arrangement with other operators or suppliers is ended.

3.5 On termination of this Contract for whatever reason you must co operate with Sipco, upon Sipco’s request, in the removal of any Products and the re programming of your telephone system if needed within the normal working hours of Sipco.

4. Suspension of Service

4.1: Without prejudice to our rights to terminate this Contract, we may suspend the Service if we reasonably believe you are in violation of any term of this Contract.

4.2: We may also suspend the Service if we are obliged to comply with an order, instruction or request of government or other competent authority including without limitation OFCOM.

4.3: We suspend the Service If you fail to remit any payment when it is due to Sipco.

4.4: We may suspend the Service If you prevent or delays pre-fixed maintenance from being carried out.

4.5: We suspend the Service If in Sipco’s reasonable opinion of association with fraud or attempted fraud or acts which are of a defamatory, offensive, abusive, and obscene with use of Sipco’s Service.

4.6: We suspend the Service if Sipco requests to carry out emergency works for the provision of the Service and/or network.

4.7: You must pay to Sipco all reasonable costs and expenses incurred by Sipco as a result of suspension of the Service which is a consequence of any violation, fault or omission of the Customer hereunder and any costs and expenses incurred in connection with reconnection of the Service, as may be applicable.

4.8: Sipco may carry on billing you during the period the Services are suspended.

5. Cancellation

5.1: Sipco invoices and statement including a fixed amount plus monthly bills upon customer usage in regular monthly sequences beginning from the date on which Sipco agrees to your order and ending on the day before the same date in a following month ("Billing phase"). If you wish to cancel this Contract in full, or to cancel some but not all of your lines and other features of the Service, for any reason you must either:

Telephone us by calling 0208 965 9999(or such other telephone number as may be posted on our web site from time to time). The telephone notice of cancellation should be received no later than 5 working days before the end of the then current Billing Phase otherwise cancellation will not become effective until the end of the next following Billing Phase. Sipco will send you confirmation of your cancellation by email. A working day does not include Saturdays, Sundays or any public or bank holiday in the United Kingdom; or

Fill up a form by logging to your account on our website (www.sipco.co.uk) and, if we can’t resolve the problem with you directly, you will be issued with an RMA number. You then have 28 days to return the goods to the address you will be provided with. Once we have received the item, we'll issue a refund for the product. All equipments must be returned complete and in its original packaging and in an "as new condition". Please note not to return equipments to our registered address, for security reasons this building cannot receive packages.

5.2: You will be charged with set up fee and any applicable disconnection fee with reference of each line and other Service feature disconnected and you will be responsible for paying all charges under the applicable call plan including without limitation unbilled charges and other charges all of which without delay become due and payable.

5.3: Sipco will waive the applicable disconnection fee if:

A line or other Service feature is disconnected after 1 year following the activation date.

Provided you have not used the services following any amends as explained in clause 6, if the amends are significantly to your loss, you may end this Contract unless such changes due to legal and regulatory reasons. However, you will be liable for all charges due up until the date of the cessation.

5.4: If ‘call credit' is purchased to call to the PSTN, this will be non-refundable and will not be transferred to another user (account). Unused credit expires after 6 months, so we advise only purchasing call credit which you plan to use it within the timeframe and making sure that you purchase it on the right account (if you have more than one account with us ). No refunds will be given on cancellation for pre-paid calling credits, or any of our monthly services.

6. Charges & Payment

6.1: Provision of the Service is conditional following receiving all fees and charges applicable to the Service in connection with this Contract. Sipco publishes all call plans, fees and charges such as activation fees, shipping fees, number change fees and applicable disconnection fees at www.sipco.co.uk.

6.2: The Charges for the Service shall be as stated in the Order. All Charges are exclusive of VAT and are subject to change in accordance with clause 7.

6.3: Rates published in advertisements promotional tariff sheets are shown on pence per minute. Call charges will be rounded up to the nearest pence per minute before VAT is applied.

6.4: If payment is by credit card, Sipco reserves the right at any time to stop accepting credit cards from one or more issuers.

6.5: You accept to inform us immediately, if the details of your credit or debit card changes. Failure to do so may lead to suspension or termination of the Service. You will be charged a fee of £1.50 per month for payment of the Service by methods other than Direct Debit.

6.6: Your first order for the Service gives us permission to charge your debit or credit card. The authorisation will stay valid until 30 days after we receive your written note to end Sipco's authority.

6.7: We may emend the payment terms, for example, if you do not reimburse your bills on time.

6.8: You must notify us in writing within 7 days after the date of your debit or credit card statement if you dispute any Sipco’s charges. Please email us on billing@sipco.co.uk.

6.9: Sipco may impose a credit limit on your account and Sipco may charge your debit or credit card for the full sums of charges incurred and offset the sum credited against the full sums of charges due at the end of the Billing Period.

6.10: Sipco may suspend/ terminate the Service performing reasonably, if you fail to make any payment when it is due. You should pay all amounts due in full and you cannot set off, deduct or refuse to give any part of any amount you owe us. Sipco reserves the right to charge for administration costs incurred in recovering any amount you owe Sipco and Sipco reserves the right to employ debt collection agencies to collect your debt.

6.11: All subscription charges will be billed monthly in advance.

6.12: If you use the Service other than for normal and reasonable principle and contrary to usage patterns reasonably supposed of a business or residential user as the case we apply a fair usage policyto our inclusive call plans. By using the service you consent to be bound by our fair usage policy as well. Failure to do so, we may at our sole discretion either suspend the Service immediately and offer you an alternative call plan or terminate the service immediately. In the case of any termination you will be responsible for paying all charges under your applicable call plan including without limitation unbilled charges, applicable disconnection fees and any other charges which are due and payable.

6.13: If you accept a product upgrade, special offer, promotion or benefit, such as a free month of service, free installation, reimbursement, there may be a term commitment associated with the benefit you accepted. The Commitment will be included as an element of that promotion. The Commitment commences on the date you activate the new product or accept the special offer, promotion or benefit. If your Service is disconnected prior to the end of the Commitment period, you consent to pay us recovery fee in a sum equal to the difference between the price you paid and the suggested retail price of the products, service or other benefit you received at the time the Commitment period began. Recovery fees are cumulative and plus any other charges or fees you may owe us, such as any applicable disconnection fees.

6.14: Sipco may amend the Services and/or the rates and fees it charges for the Services. Fees of renewal periods after initial term shall be due and owing instantly upon the first day of such renewal period.

6.15: All taxes, fees and governmental charges relating to the Services provided, other than income taxes of Sipco shall be paid by you.

6.16: In the case that Sipco cannot to take a continuous authority payment from your credit card then you will be notified by email to make a payment via "Your Sipco Account" in order not to interrupt your services to continue. Unpaid items will be marked as expired and the user prompted to renew. A notice of expired items will also be presented in "Your Sipco Account".

6.17: Sipco reserves the right to charge interest on all outstanding amounts owed to us and not remitted in accordance with this Contract. Until payment in full is received by us, interest shall be charged monthly on all unpaid amounts, at an annual rate of 4% above Barclays Bank plc’s base rate for the time being. Interest shall accrue notwithstanding termination of the Contract for any reason.

6.18: Sipco investment in providing this service and limits on available geographic numbers represent that if you are not using the service for 6 months and above, your Sipco account will be ended and you lose all benefits of your Sipco account. ‘Usage’ consists of your SIP device being logged into the Sipco SIP server, so this is normally automatically maintained by your VoIP hardware or software. No need to make calls to remain the account active. If an account is closed, any remaining call credit is lost and not refundable.

7. Amending the Contract

7.1: Sipco reserves the right to amend to these Terms and Conditions and/or Charges by informing you in (28) days notice, unless such changes are due to legal and/or regulatory grounds, in which event the amend will be made straight away on the website without prior notice.

7.2: Should an increase in the Charges and/or amend in the Terms and Conditions leave you at a significant disadvantage, Provided you have not used the Service following any amend as explained in clause 7.1 you have a right to immediately terminate the Contract, however you will remain liable for all charges due up until the date of termination.

8. Matters beyond Our Control

We shall not be liable for any delay or failure to perform any of its obligations under this Contract if such delay or failure is due to a cause beyond our reasonable control.

9. Warranty of Services & Products

9.1: We warrant that we will provide the Service with reasonable care and skill, within a practical time and very much as expressed in this Contract. Sipco does not warrant that the provision of the Service should be error free or uninterrupted but we apply all reasonable skill and care to deliver and maintain the Service. Sipco does not make any other promises or warranties about the Service. You accept and consent that in entering into this Contract you do not do so on the basis of, and do not rely on any representation, warranty or other provision apart from as specifically presented in this Contract and all setting, warranties or other terms implied by statute or common law are excluded to the fullest possibility authorized by law. The Product and the Service is prepared and available for your own use. Nothing in this Contract affects your legal rights.

9.2: Sipco will provide a limited warranty on Products with manufacturing defects only for a period of one (1) year from the date of Product purchased. If Product provided by us is faulty because of manufacturing faults you should report the problem by telephoning us without delay on 0208 965 9999 (or such other telephone number as may be posted on our web site from time to time) and Sipco will replace the Product for you provided the faulty Product is returned to us (to such address as shall be notified to you by Sipco) within a period of 28 days following the date on the fault been reported to Sipco. The faulty Product should be returned to us in its original packaging with the Universal Product Code or bar code undamaged. All manuals, registration cards, components should be included. You will be charged for the replacement Product, including our delivery costs.

9.3: To enable Sipco to fulfil its obligations under this Contract, you must permit or obtain permission for authorized representatives of Sipco to access to your premises and shall provide Sipco with such rational support as Sipco shall request.

9.4: Sipco reserves the right to charge the Customer for all costs incurred as a result of carrying out maintenance or repair work on the Customer’s instructions which in Sipco’ reasonable opinion is unnecessary.

9.5: If you damage or lose any Product that is supplied by Sipco, then Sipco may at its option require you to reimburse Sipco for the reasonable cost of any repair or replacement of such Equipment.

9.6: If Sipco has provided any Products to you for use, then the Customer shall immediately return such Product to Sipco, when requested by Sipco or on the expiry or cancellation of the Service or this Contract.

9.7: Sipco will use its reasonable efforts to activate each Service by proposed Service start date. Nevertheless all such date(s) are estimates. Sipco will not be liable to the Customer for any delay in the availability of any proposed Service.

9.8: If anytime within the term of this Contract CPE (“Customer Premises Equipment”) happens to be faulty, you should inform the manufacturer of the product and it would be subject to the manufacturer’s warranty & its terms and conditions. Sipco will not be liable for any loss or damage caused by any product used with the VOIP Service that Sipco has not provided to you. It would not be refund for the customer CPE, if the customer ends the contract during the term.

9.9: The Customer shall take reasonable concern of any Product supplied by Sipco and the Customer should indemnify Sipco for theft any damage, loss, or sale of the Product a part from by normal wear and tear in the course of the correct utilisation of the Proudest.

9.10: Sipco or its third authorized party has the right to charge the Customer for all costs incurred as result of carrying out training, installation and set up on the Customer’s instruction.

10. Liability & Indemnify

10.1: You acknowledge and consent that you have no claim against us or any of our agents if you do not access the Service and the exclusions and limitations of liability in this clause 10 shall apply to all claims taking place from your use of the Service including claims against our network access providers.

10.2: Sipco is not liable to you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, loss of contracts, loss of use, loss of good will, loss of business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.

10.3: In the event that Sipco fails, for any reason to provide the Service or Products, we shall not be liable to you for any charges incurred by you should you divert your traffic to another provider.

10.4: Subject to clause 10.2. The total of Sipco’s liabilities arising under or in connection with this Contract whether arising in Tort, from its negligence, its breach of contract, or its breach of statutory duty, under any indemnity or howsoever caused shall not exceed the sum paid or payable by the Customer for the Products and/or Service in respect of which the liability arises.

10.5: The provisions of this Condition 10 shall maintain to apply notwithstanding termination or expiry of this Contract.

10.6: You will indemnify Sipco from and against any and all costs, demands, expenses, (including reasonable legal fees), claims, and actions arising from or related to any breach of this Contract or any misuse of the Service or Products.

11. Privacy Policy

We comply with all applicable data protection laws in the UK (Data Protection Act 1998). By entering into this Contract you confirm that you have read and understood Sipco’s Privacy Policy and you agree to our using your data as detailed in our Privacy Policy.

"Personal Information" includes any information which can identify an individual, presented in any form, such as: name, address, income, credit references and records, ethnic origin.

Sipco’s Privacy Policy expresses our approach to complying with the Data Protection laws that apply in the UK, and applies to the collection of your Personal Information via the Site.

11.1: To assist improve Sipco’s Services and in the interests of security, Sipco may record the Customer’s telephone calls with us.

11.2: Sipco may procedure such personal information for the intentions to administer and manage its business operations and, as part of its use of such information ,we may pass your personal information to other Sipco affiliates in jurisdictions outside the United Kingdom,  which also provide the same level of protection for personal information as be conducted in the United Kingdom.

11.3: Sipco may also, from time to time, use such personal information to identify your needs and/or preferences with details of promotions, products and services of Sipco which Sipco considers may be of interest to the Customer.

11.4: Sipco may use such information to evaluate your financial status and eligibility for credit when operating account(s) or other-wise providing the Services.

11.5: Information about the Customer’s debts owed to Sipco may be passed to credit reference agencies if Customer has failed to remit its payments and the amount owed is not in dispute.

11.6: Sipco may process Customer information with the Services to meet legal and regulatory requirements and to prevention or detection of fraud, and to deal with Customer enquiries.

11.7: If the Sipco account is a joint account held by more than 2 persons, Sipco may share such information about the Customer and the conduct of the joint Sipco account with the other person(s).

11.8: Sipco may share Customer’s personal information with other companies for a realistic purpose such as “conducting market research” in order to improve the Services we offer. However, these third parties can only process this information according to the instructions Sipco provides them.

11.9: Sipco will disclose such personal information to emergency services in an emergency situation.

11.10: Sipco may disclose such personal information to the third party affiliates for administrative purposes (for example, Customer billing, support, marketing, etc.

12. Dispute Resolution

In the case of a dispute between Sipco and You, You in the first instance must contact Sipco direct. Full company details are shown below. In the rare case that a complaint cannot be settled between us, your complaint will be dealt with an independent Ofcom approved adjudicator.

And also CISAS set out an easily accessible dispute resolution scheme for the purpose of bringing such complaint to a satisfactory resolution.

Contact details for CISAS are as follows:

CISAS
24 Angel Gate

London EC1V 2PT

Website: www.cisas.org.uk

Email: info@cisas.org.uk

Telephone: 020 7520 3827

Fax: 020 7520 3829

You can write to us at Suite3, Rays House, North Circular Road .London NW10 7PX

You may email us on dispute@sipco.com

14. Provision of Information

You undertake promptly to provide us free of charge with all information and co operation that Sipco may reasonably need to enable it to proceed without interruption with the performance of its obligations under this Contract.

15. Assignment

This Contract may not be assigned or transferred in whole, or in part, by you without the prior written consent of Sipco.

16. Third Parties

The rights and obligations set forth in this Contract will be exclusively for the benefit of and will be enforceable only, by you as Sipco Customer and Sipco. A person who is not a party to this Contract has no right under the Contract (Rights of Third Parties) Act 1999 (“Act”) to enforce any terms of this Contract , but this does not affect any right of a third party which exists or is available apart from this Act.

17. Entire Contracts

This Contract represents the entire Contract and understanding between the parties in relation to the subject matter hereof and supersedes all prior Contracts, promises, covenants, arrangements, communications, whether understandings and representations, or warranties, whether written or oral except for any fraudulent misrepresentations. This Contract may only be emended if such amendment is in writing and signed by Sipco and You.

18. Governing Law

This Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

19. General

19.1: We can record any conversations between you and Sipco’s staff.

19.2: Failure by either party to exercise or enforce any right awarded 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.

19.3: If any clause sets forth in this contract shall be held by any court or award in arbitration to be invalid or unenforceable, the validity or enforceability of that clause shall not affect the other clauses of this Contract, which shall continue in full force and effect.

19.4: All Clauses in the Contract which are either expressed to survive or which are by implication intended to survive termination or expiry of the Contract will continue to survive notwithstanding termination or expiry of the Contract.

19.5: The headings in these Clauses are inserted for convenience only and shall not be referred to in the interpretation of the Contract.