Last Updated: 2nd October 2020

This page (together with the documents referred to in it) tells you information about us and the legal terms and conditions (“Terms”) on which we supply any services (“Services”) listed on our website (“our site”) to you.

 

Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that by ordering any of our Services, you agree to be bound by these Terms and the other documents expressly referred to in it.

 

If you refuse to accept these Terms, you will not be able to order any Services from our site.

 

You should print a copy of these Terms for future reference.

 

We amend these Terms from time to time as set out in clause 6. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time.

 

1 Information about us

1.1 We operate the website rjames.co.uk. We are Robert James Web Services Ltd, a company registered in England and Wales under company number 11442843 and with our registered office at AIEC Office Block, Penrhyncoch, Aberystwyth, Ceredigion SY23 3EE.

 

1.2 To contact us, please see our Contact Us page.

 

2 Use of our site

Your use of our site is governed by our Website Terms of Use. Please take the time to read these, as they include important terms which apply to you. When using our site, you must also comply with the provisions of our Acceptable Use Policy.

 

3 How we use your personal information

We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.

 

4 Our Contract with you

4.1 These Terms and any document expressly referred to in them constitute the entire agreement between you and us (the “Contract”). You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or any document expressly referred to in them.

 

4.2 Where you are a consumer, you have legal rights in relation to Services that are not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

 

5 How the Contract is formed between you and us

5.1 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

 

5.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 5.3.

 

5.3 We will confirm our acceptance to you by sending you an e-mail (“Order Confirmation”). The Contract between us will only be formed when we send you the Order Confirmation.

 

5.4 If we are unable to supply you with the Services ordered, for example because of an error in the price on our site as referred to in clause 10.4, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you the full amount as soon as possible.

 

6 Our right to vary these terms

6.1 We may revise these Terms from time to time, including but not limited to the following circumstances:

 

6.1.1 changes in how we accept payment from you; and

 

6.1.2 changes in relevant laws and regulatory requirements.

 

6.2 Every time you order Services from us, the Terms in force at that time will apply to the Contract between you and us.

 

7 Providing Services

7.1 We will supply the Services to you from the date set out in the Order Confirmation until the completion date set out in the Order Confirmation. Where no completion date is specified, we will supply the Services until the Contract is terminated in accordance with the Terms.

 

7.2 Where the Order Confirmation sets out any milestones for the provision of Services, we will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 17 for our responsibilities when an Event Outside Our Control happens.

 

7.3 We will need certain information from you that is necessary for us to provide the Services, for example, name, address, contact details. We will contact you about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked. If we suspend the Services under this clause 7.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices we have already sent you.

 

7.4 You are responsible for obtaining:

 

7.4.1 suitable licences of third party software; and

 

7.4.2 any third party cooperation and consents,

 

which are required for the full use of the Services. We will not be liable for any delay or non-performance where you have not provided such licences and consents to us after we have asked.

 

7.5 We may have to suspend the Services if we have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. This does not affect your obligation to pay for any invoices we have already sent you.

 

7.6 Our distributed denial of service (“DDoS”) protection is a network wide solution that covers all of our infrastructure. It is capable of mitigating the majority of DDoS attacks, but if the attack is large enough then I.P. addresses, servers or websites may be black-holed or removed from the internet whilst the attack is in progress.

 

7.7 If you do not pay us for the Services by the due date for payment, as set out in clause 11, we may suspend the Services 7 days after the due date until you have paid us the outstanding amounts. We will contact you by email to tell you this. This does not affect our right to charge you interest under clause 11.3.

 

7.8 Implementation and Transition

 

7.8.1 We will make available the Services on or before the start date specified in the Order Confirmation.

 

7.8.2 At your request and subject to our Free Migration offering, we will use reasonable endeavours to:

 

(a) assist with the transfer of your website from your own development server; or

 

(b) assist with the transition of any of your website(s) from any third party host

 

7.9 Cloud, Premium, Business and Reseller Hosting

 

7.9.1 Where the Services we provide to you include shared hosting, we will make available to you:

 

(a) hosting capacity on a shared server meeting the specification set out on the site which may vary from time to time;

 

(b) the ability to access, update or amend any websites, web applications, software, information, data, databases and other works and materials stored, transmitted, published or processed using the Services (the “Hosted Materials”) by FTP or similar means.

 

7.9.2 You warrant that any material that you display on the respective sites do not and will not infringe any applicable laws, regulations or display material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights (“Inappropriate Content”).

 

7.9.3 For the avoidance of doubt, we will have administration rights in relation to any shared server, and we may refuse any request to change the configuration of a shared server at our sole discretion.

 

7.9.4 With our Reseller Hosting accounts you can resell our cloud hosting and manage multiple websites with our fully white label plan. Please note that we will not support your customers directly. Please do not ask your customers to contact us for support. If your customers do contact us for support issues we will redirect them to you.

 

7.10 Virtual Private Server “VPS” and Dedicated Servers

 

7.10.1 Where the Services we provide to you include a dedicated server, we will make available a VPS/dedicated server meeting the specification set out on our site, and will grant to you administration rights with respect to that server except where the services are managed, in which case we may refuse any request to change the configuration of the VPS/dedicated server at our sole discretion.

 

7.10.2 For unmanaged VPS/dedicated servers you acknowledge that we will not provide support in connection with the administration of such VPS/dedicated server, and you warrant that you have all necessary expertise to configure, manage and keep the VPS/dedicated server secure at all times.

 

7.10.3 You will not configure, or allow any other person to configure, a VPS/dedicated server in any way contrary to the guidelines published on our site from time to time.

 

7.10.4 We may from time to time require that you apply software and/or hardware upgrades to the VPS/dedicated server.

 

7.10.5 Un-managed dedicated systems are provided with a guarantee of power availability 100% of the time in any calendar month, and network connectivity availability 99.99% of the time in any calendar month, except where it has been necessary to explicitly black-hole access to an IP directing to your system to mitigate a DDoS attack against it as outlined in clause 7.6. A service credit equal to the service cost of any hours either resource is unavailable for greater than the time provided by this guarantee whenever this is not met will be provided to you on request.

 

7.10.6 For the avoidance of doubt, dedicated servers made available under this Contract will remain our property at all times.

 

7.11 Email services

 

7.11.1 Where the Services we provide to you include email transmission, storage and/or management services:

 

(a)we will provide POP3/IMAP/SMTP and webmail email services to you in accordance with the respective Services description.

 

(b) all shared hosting mailboxes will be protected by our anti-spam and anti-virus solution, StriKe.

 

(c) if you or a mailbox dedicated to you exceeds the relevant storage limit, we may delete stored emails to bring you or the mailbox dedicated to you within the storage limit.

 

7.12 Domain name registration

 

7.12.1 Where the Services we provide to you include domain name registration, we will attempt to register domain names that you order using the interface on our site but we do not warrant that we will be able to do so.

 

7.12.2 You warrant that:

 

(a) the information submitted for the purposes of a domain name registration is current, accurate and complete,

 

(b) you have the legal right to apply for and use the domain name, and

 

(c) your use of the domain name will not infringe any person’s Intellectual Property Rights or other legal rights; and

 

(d) you will keep the information required for the purposes of a domain name registration up-to-date (which changes may be subject to additional payments as set out on our site).

 

7.12.3 You acknowledge and accept that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services.

 

7.12.4 We may, in our sole discretion, reject any request to register a particular domain name.

 

7.12.5 We do not offer any advice in relation to any actual or potential domain name dispute, and will have no liability in respect of the suspension or loss of a domain name by you as a result of any domain name arbitration procedure or court proceedings.

 

7.12.6 Domain name registrations will be subject to periodic renewal fees and transfer fees as stated on our site from time to time. We have no responsibility for your use or retention of a domain name once registered, and it will be your responsibility to ensure that domain names are renewed and that applicable renewal charges are paid.

 

7.12.7 You acknowledge that domain names will be subject to the rules and policies from time to time of the relevant registry or registration authority, and you agree to abide by all such rules and policies.

 

7.12.8 You agree to the terms of the applicable domain name registration agreement (as amended from time to time): www.nominet.uk – for .uk domains and www.icann.org for .com, .net, .org, .info. biz domains.

 

7.12.9 Free domains

 

(a) The free domain offer on certain plans is only for the first year and is only valid on standard domains: e.g. .uk, .com, .org. This isn’t applicable on premium TLDs. e.g. .london.

 

(b) Certain of our Services come with free life long domains. These are only for the life of the specific plan and will return to full price as and when the specific plan is cancelled or downgraded.

 

(c) The free domain should be chosen at checkout with your hosting. This cannot be redeemed after your initial hosting purchase.

 

(d) Free domains are only applicable to new hosting accounts only, upgrading or switching from another hosting package will not qualify for a free domain.

 

(e) If the hosting is refunded the cost of the free domain will be deducted from this as the domain is yours to keep until expiry.

 

7.13 Support

 

7.13.1 The Company will use reasonable endeavours to respond to requests for support in relation to our support Services.

 

7.13.2 For business web hosting services, managed VPS and managed dedicated servers, we will use reasonable endeavours to ensure that a member of our support staff can be reached by telephone at all times in the case of an emergency.

 

7.14 We may be limited in the Services we can offer by the rules and regulations set out by our suppliers. In particular this may limit or prevent us offering Services to customers in certain geographical areas. We have various suppliers who may apply such restrictions on us.

 

8 Intellectual Property Rights

8.1 For the purpose of this Contract, “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights.

 

8.2 You retain all Intellectual Property Rights in the software and materials that you provide to us and you grant us a licence to such Intellectual Property Rights to the extent required for us to perform our obligations pursuant to this Contract.

 

8.3 All Intellectual Property Rights in any works arising in connection with the performance of the Services by us (the “Works”) shall be our property, and we hereby grant to you a non-exclusive licence to such Intellectual Property Rights for the sole purpose of receiving the benefit of the Services.

 

9 If there is a problem with the Services

9.1 In the unlikely event that there is any defect with the Services:

 

9.1.1 please contact us through the helpdesk or via email and tell us as soon as reasonably possible (including details of your name, the respective domain name and server);

 

9.1.2 please give us a reasonable opportunity to repair or fix any defect; and

 

9.1.3 we will use every effort to repair or fix the defect as soon as reasonably practicable and, in any event, within 1 working day.

 

You will not have to pay for us to repair or fix a defect with the Services under this clause 9.1.

 

9.2 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials we use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

 

10 Price of Services

10.1 The prices for the Services will be as quoted on our site from time to time.

 

10.2 Prices for our Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.

 

10.3 The price of the Services exclude VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.

 

10.4 Our site contains a number of Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we discover an error in the price of the Services you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services to you at the incorrect (lower) price.

 

10.5 Payments in respect of domain name registrations and domain name renewals (as more particularly set out at clause 7.12) are non-refundable.

 

10.6 Reduced price trials are for new clients only.

 

11 How to pay

11.1 You can only pay for the Services using a debit or credit card, PayPal or Bank Transfer. We accept the following cards: Visa, MasterCard, American Express.

 

11.2 Payment for the Services is in advance and may be made (i) monthly or (ii) annually, as specified in the Order Confirmation. We will not charge your debit card or credit card until we send you an Order Confirmation.

 

11.3 If you fail to make any payment due to us under this Contract by the due date (plus 7 days) then, without limiting our remedies under clause 11, you shall pay a fixed late fee on the overdue amount at whichever is the greater of 3% or £5. You shall pay the penalty charge interest together with the overdue amount.

 

11.4 Adding your card to file authorises us to auto bill you on your due date. You can manage this via your client area.

 

11.5 We use Stripe to process card payments. When you use our card payment system you confirm that you are permitting us to initiate a payment or series of payments on your behalf. You confirm that we may either take payments as a one-off or on a recurring basis as indicated on our payment page. You confirm that the payment amount will be determined by reference to our charges at the time as described on your invoice.

 

12 Termination

12.1 Either party (the “Non-defaulting Party”) shall be able to terminate this Contract immediately in the event that the other:

 

12.1.1 commits a material breach of any of its obligations under this Contract and has not remedied such breach (if capable of remedy) within 30 days of request from the Non-defaulting Party for remedy by serving written notice; or

 

12.1.2 is subject to any winding up order or resolution, has any provisional liquidator appointed to it, has a receiver appointed or is the subject of an application made to court for an administration order or if a notice of intention to appoint an administrator is filed or an administration order made in respect of it, is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, enters into any arrangement for the benefit of or other compounds with its creditors generally or ceases or threatens to cease carrying on its business, or (being an individual) is the subject of a bankruptcy petition or order, or any equivalent processes in any jurisdiction.

 

12.2 Without prejudice to any rights that have accrued under a Contract or any of its rights or remedies, either party may terminate a Contract on giving not less than 30 days written notice to the other party. Notwithstanding the foregoing, if you have agreed and paid for Services on an annual payment basis, we shall not be obliged to refund any pro rated payments if you cancel during the annual term.

 

12.3 In accordance with our Hosting Acceptable Use Policy, an account may be terminated by us unilaterally, without notice and at our discretion if we consider an account holder to be in breach of the stated prohibited uses.

 

12.4 An account may be terminated with immediate effect if abusive behaviour is directed at our staff.

 

13 Consequences of Termination

13.1 Other than as set out in these Terms, neither party shall have any further obligation to the other under a Contract after its termination.

 

13.2 Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of a Contract shall remain in full force and effect.

 

13.3 Termination of a Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

 

13.4 If a Contract is terminated pursuant to clause 12.2 or by you pursuant to clause 12.1:

 

13.4.1 we will promptly provide to you an electronic copy of the Hosted Materials; and

 

13.4.2 we will provide such assistance as is reasonably requested by you to transfer the hosting of the Hosted Materials to you or another service provider, subject to payment of our reasonable expenses.

 

14 Our liability if you are a business

This clause 14 only applies if you are a business customer.

 

14.1 Nothing in these Terms limit or exclude our liability for:

 

14.1.1 death or personal injury caused by our negligence;

 

14.1.2 fraud or fraudulent misrepresentation; or

 

14.1.3 any other area where it would be unlawful or invalid to seek to exclude liability.

 

14.2 Subject to clause 14.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

 

14.2.1 any loss of profits, sales, business, or revenue;

 

14.2.2 loss or corruption of data, information or software;

 

14.2.3 loss of business opportunity;

 

14.2.4 loss of anticipated savings;

 

14.2.5 loss of goodwill; or

 

14.2.6 any indirect or consequential loss.

 

14.3 Subject to clause 14.1 and clause 14.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services for the remainder of the duration of the Contract between us.

 

14.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.

 

15 Our liability if you are a consumer

This clause 15 only applies if you are a consumer.

 

15.1 Nothing in these Terms limit or exclude our liability for:

 

15.1.1 death or personal injury caused by our negligence;

 

15.1.2 fraud or fraudulent misrepresentation; or

 

15.1.3 any other area where it would be unlawful or invalid to seek to exclude liability.

 

15.2 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but subject to clause 15.1 above, we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.

 

15.3 We only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or re-sale purposes, and subject to clause 15.1 above, we have no liability to you for any

 

15.3.1 loss of profits, sales, business, or revenue;

 

15.3.2 loss or corruption of data, information or software;

 

15.3.3 loss of business opportunity;

 

15.3.4 loss of anticipated savings; or

 

15.3.5 loss of goodwill.

 

15.4 Subject to the foregoing, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services.

 

16 Indemnity

16.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

 

16.1.1 any breach by you of the warranties contained in clause 7; and

 

16.1.2 any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the our use of software and/or other materials provided by you.

 

17 Events outside our control

17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.

 

17.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

 

17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

 

17.3.1 we will contact you as soon as reasonably possible to notify you; and

 

17.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

 

18 Communications between us

18.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

 

18.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by email at hello@robert-james.org.uk. We will confirm receipt of this by contacting you in writing by e-mail.

 

18.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

 

18.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent or 24 hours after posting on our website. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

 

19 Data Protection

Please read our Privacy Policy for further information (can be viewed under the ‘Privacy Policy’ tab above).

 

20 Other important terms

20.1 This Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between you and us, whether written or oral, relating to its subject matter.

 

20.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Contract. Neither you nor we shall have any claim for innocent or negligent misrepresentation based upon any statement in this Contract.

 

20.3 You may not assign or transfer any of your rights or obligations under this Contract, in whole or in part, without our prior written consent.

 

20.4 A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

 

20.5 If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.

 

20.6 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

 

20.7 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

 

20.8 These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

 

20.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

 

20.10 Calls may be recorded for training or monitoring purposes.

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website https://rjames.co.uk (“our site”), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

Information about us

https://rjames.co.uk is a website operated by Robert James Web Services Limited, (“we”, “us” or “our”). We are registered in England and Wales under company number 11442843 and have our registered office at AIEC Office Block, Penrhyncoch, Aberystwyth, Ceredigion SY23 3EE.

We are a limited company.

Accessing our site

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

When using our site, you must comply with the provisions of our Acceptable Use Policy.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Reliance on information posted

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site changes regularly

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

Our liability

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:

  • loss of income or revenue;
  • loss of business;
  • loss of profits or contracts;
  • loss of anticipated savings;
  • loss of data;
  • loss of goodwill;
  • wasted management or office time; and

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information about you and your visits to our site

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Our site uses cookies to distinguish you from other users of our site. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site.

Transactions concluded through our site

Contracts for the supply of services formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.

Uploading material to our site

Whenever you make use of a feature that allows you to upload material to our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on or upload to our site if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.

Viruses, hacking and other offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make any use of material on our site other than that set out above, please address your request to hello@rjames.co.uk.

Links from our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Jurisdiction and applicable law

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

Variations

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Your concerns

If you have any concerns about material which appears on our site, please contact hello@rjames.co.uk

This acceptable use policy sets out the terms between you and us under which you may access our website – https://rjames.co.uk (“our site”). This acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.

https://rjames.co.uk is a website operated by Robert James Web Services Limited (“we”, “us” or “our”). We are registered in England and Wales under company number 11442843 and we have our registered office at AIEC Office Block, Penrhyncoch, Aberystwyth, Ceredigion SY23 3EE

Prohibited uses

You may use our site only for lawful purposes. You may not use our site:

  • If you do not agree to our Website Terms of Use.
  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
  • Not to access without authority, interfere with, damage or disrupt:
  • any part of our site;
  • any equipment or network on which our site is stored;
  • any software used in the provision of our site; or
  • any equipment or network or software owned or used by any third party.

Interactive services

We may from time to time provide interactive services on our site, including, without limitation:

  • Bulletin boards; and
  • Services relating to the creation of your website such as the uploading of your documents and information.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to any and all material which you contribute to our site (“contributions”), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contributions as well as to its whole.

Contributions must:

  • Be accurate (where they state facts).
  • Be genuinely held (where they state opinions).
  • Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

  • Contain any material which is defamatory of any person.
  • Contain any material which is obscene, offensive, hateful or inflammatory.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal activity.
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass, alarm or annoy any other person.
  • Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
  • Give the impression that they emanate from us, if this is not the case.
  • Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Suspension and termination

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our site.
  • Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

Changes to the acceptable use policy

We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

This page (together with the documents referred to in it) tells you information about us and the legal terms and conditions (“Terms”) on which we supply any services (“Services”) listed on our website (“our site”) to you.

Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that by ordering any of our Services, you agree to be bound by these Terms and the other documents expressly referred to in it.

If you refuse to accept these Terms, you will not be able to order any Services from our site.

You should print a copy of these Terms for future reference.

We amend these Terms from time to time as set out in clause 6. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time.

1 Information about us

1.1 We operate the website rjames.co.uk. We are Robert James Web Services Ltd, a company registered in England and Wales under company number 11442843 and with our registered office at AIEC Office Block, Penrhyncoch, Aberystwyth, Ceredigion SY23 3EE

1.2 To contact us, please see our Contact Us page.

2 Use of our site

Your use of our site is governed by our Website Terms of Use. Please take the time to read these, as they include important terms which apply to you. When using our site, you must also comply with the provisions of our Acceptable Use Policy.

3 How we use your personal information

We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.

4 Our Contract with you

4.1 These Terms and any document expressly referred to in them constitute the entire agreement between you and us (the “Contract”). You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or any document expressly referred to in them.

4.2 Where you are a consumer, you have legal rights in relation to Services that are not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

5 How the Contract is formed between you and us

5.1 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

5.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 5.3.

5.3 We will confirm our acceptance to you by sending you an e-mail (“Order Confirmation”). The Contract between us will only be formed when we send you the Order Confirmation.

5.4 If we are unable to supply you with the Services ordered, for example because of an error in the price on our site as referred to in clause 10.4, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you the full amount as soon as possible.

6 Our right to vary these terms

6.1 We may revise these Terms from time to time, including but not limited to the following circumstances:

6.1.1 changes in how we accept payment from you; and

6.1.2 changes in relevant laws and regulatory requirements.

6.2 Every time you order Services from us, the Terms in force at that time will apply to the Contract between you and us.

7 Providing Services

7.1 We will supply the Services to you from the date set out in the Order Confirmation until the completion date set out in the Order Confirmation. Where no completion date is specified, we will supply the Services until the Contract is terminated in accordance with the Terms.

7.2 Where the Order Confirmation sets out any milestones for the provision of Services, we will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 17 for our responsibilities when an Event Outside Our Control happens.

7.3 We will need certain information from you that is necessary for us to provide the Services, for example, name, address, contact details. We will contact you about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked. If we suspend the Services under this clause 7.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices we have already sent you.

7.4 You are responsible for obtaining:

7.4.1 suitable licences of third party software; and

7.4.2 any third party cooperation and consents,

which are required for the full use of the Services. We will not be liable for any delay or non-performance where you have not provided such licences and consents to us after we have asked.

7.5 We may have to suspend the Services if we have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. This does not affect your obligation to pay for any invoices we have already sent you.

7.6 Our distributed denial of service (“DDoS”) protection is a network wide solution that covers all of our infrastructure. It is capable of mitigating the majority of DDoS attacks, but if the attack is large enough then I.P. addresses, servers or websites may be black-holed or removed from the internet whilst the attack is in progress.

7.7 If you do not pay us for the Services by the due date for payment, as set out in clause 11, we may suspend the Services 7 days after the due date until you have paid us the outstanding amounts. We will contact you by email to tell you this. This does not affect our right to charge you interest under clause 11.3.

7.8 Implementation and Transition

7.8.1 We will make available the Services on or before the start date specified in the Order Confirmation.

7.8.2 At your request and subject to our Free Migration offering, we will use reasonable endeavours to:

(a) assist with the transfer of your website from your own development server; or

(b) assist with the transition of any of your website(s) from any third party host

7.9 Cloud, Premium, Business and Reseller Hosting

7.9.1 Where the Services we provide to you include shared hosting, we will make available to you:

(a) hosting capacity on a shared server meeting the specification set out on the site which may vary from time to time;

(b) the ability to access, update or amend any websites, web applications, software, information, data, databases and other works and materials stored, transmitted, published or processed using the Services (the “Hosted Materials”) by FTP or similar means.

7.9.2 You warrant that any material that you display on the respective sites do not and will not infringe any applicable laws, regulations or display material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights (“Inappropriate Content”).

7.9.3 For the avoidance of doubt, we will have administration rights in relation to any shared server, and we may refuse any request to change the configuration of a shared server at our sole discretion.

7.9.4 With our Reseller Hosting accounts you can resell our cloud hosting and manage multiple websites with our fully white label plan. Please note that we will not support your customers directly. Please do not ask your customers to contact us for support. If your customers do contact us for support issues we will redirect them to you.

7.10 Virtual Private Server “VPS” and Dedicated Servers

7.10.1 Where the Services we provide to you include a dedicated server, we will make available a VPS/dedicated server meeting the specification set out on our site, and will grant to you administration rights with respect to that server except where the services are managed, in which case we may refuse any request to change the configuration of the VPS/dedicated server at our sole discretion.

7.10.2 For unmanaged VPS/dedicated servers you acknowledge that we will not provide support in connection with the administration of such VPS/dedicated server, and you warrant that you have all necessary expertise to configure, manage and keep the VPS/dedicated server secure at all times.

7.10.3 You will not configure, or allow any other person to configure, a VPS/dedicated server in any way contrary to the guidelines published on our site from time to time.

7.10.4 We may from time to time require that you apply software and/or hardware upgrades to the VPS/dedicated server.

7.10.5 Un-managed dedicated systems are provided with a guarantee of power availability 100% of the time in any calendar month, and network connectivity availability 99.99% of the time in any calendar month, except where it has been necessary to explicitly black-hole access to an IP directing to your system to mitigate a DDoS attack against it as outlined in clause 7.6. A service credit equal to the service cost of any hours either resource is unavailable for greater than the time provided by this guarantee whenever this is not met will be provided to you on request.

7.10.6 For the avoidance of doubt, dedicated servers made available under this Contract will remain our property at all times.

7.11 Email services

7.11.1 Where the Services we provide to you include email transmission, storage and/or management services:

(a)we will provide POP3/IMAP/SMTP and webmail email services to you in accordance with the respective Services description.

(b) all shared hosting mailboxes will be protected by our anti-spam and anti-virus solution, StriKe.

(c) if you or a mailbox dedicated to you exceeds the relevant storage limit, we may delete stored emails to bring you or the mailbox dedicated to you within the storage limit.

7.12 Domain name registration

7.12.1 Where the Services we provide to you include domain name registration, we will attempt to register domain names that you order using the interface on our site but we do not warrant that we will be able to do so.

7.12.2 You warrant that:

(a) the information submitted for the purposes of a domain name registration is current, accurate and complete,

(b) you have the legal right to apply for and use the domain name, and

(c) your use of the domain name will not infringe any person’s Intellectual Property Rights or other legal rights; and

(d) you will keep the information required for the purposes of a domain name registration up-to-date (which changes may be subject to additional payments as set out on our site).

7.12.3 You acknowledge and accept that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services.

7.12.4 We may, in our sole discretion, reject any request to register a particular domain name.

7.12.5 We do not offer any advice in relation to any actual or potential domain name dispute, and will have no liability in respect of the suspension or loss of a domain name by you as a result of any domain name arbitration procedure or court proceedings.

7.12.6 Domain name registrations will be subject to periodic renewal fees and transfer fees as stated on our site from time to time. We have no responsibility for your use or retention of a domain name once registered, and it will be your responsibility to ensure that domain names are renewed and that applicable renewal charges are paid.

7.12.7 You acknowledge that domain names will be subject to the rules and policies from time to time of the relevant registry or registration authority, and you agree to abide by all such rules and policies.

7.12.8 You agree to the terms of the applicable domain name registration agreement (as amended from time to time): www.nominet.uk – for .uk domains and www.icann.org for .com, .net, .org, .info. biz domains.

7.12.9 Free domains

(a) The free domain offer on certain plans is only for the first year and is only valid on standard domains: e.g. .uk, .com, .org. This isn’t applicable on premium TLDs. e.g. .london.

(b) Certain of our Services come with free life long domains. These are only for the life of the specific plan and will return to full price as and when the specific plan is cancelled or downgraded.

(c) The free domain should be chosen at checkout with your hosting. This cannot be redeemed after your initial hosting purchase.

(d) Free domains are only applicable to new hosting accounts only, upgrading or switching from another hosting package will not qualify for a free domain.

(e) If the hosting is refunded the cost of the free domain will be deducted from this as the domain is yours to keep until expiry.

7.13 Support

7.13.1 The Company will use reasonable endeavours to respond to requests for support in relation to our support Services.

7.13.2 For business web hosting services, managed VPS and managed dedicated servers, we will use reasonable endeavours to ensure that a member of our support staff can be reached by telephone at all times in the case of an emergency.

7.14 We may be limited in the Services we can offer by the rules and regulations set out by our suppliers. In particular this may limit or prevent us offering Services to customers in certain geographical areas. We have various suppliers who may apply such restrictions on us.

8 Intellectual Property Rights

8.1 For the purpose of this Contract, “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights.

8.2 You retain all Intellectual Property Rights in the software and materials that you provide to us and you grant us a licence to such Intellectual Property Rights to the extent required for us to perform our obligations pursuant to this Contract.

8.3 All Intellectual Property Rights in any works arising in connection with the performance of the Services by us (the “Works”) shall be our property, and we hereby grant to you a non-exclusive licence to such Intellectual Property Rights for the sole purpose of receiving the benefit of the Services.

9 If there is a problem with the Services

9.1 In the unlikely event that there is any defect with the Services:

9.1.1 please contact us through the helpdesk or via email and tell us as soon as reasonably possible (including details of your name, the respective domain name and server);

9.1.2 please give us a reasonable opportunity to repair or fix any defect; and

9.1.3 we will use every effort to repair or fix the defect as soon as reasonably practicable and, in any event, within 1 working day.

You will not have to pay for us to repair or fix a defect with the Services under this clause 9.1.

9.2 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials we use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

10 Price of Services

10.1 The prices for the Services will be as quoted on our site from time to time.

10.2 Prices for our Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.

10.3 The price of the Services include taxes (where applicable) at the applicable current rate chargeable in the UK for the time being.

10.4 Our site contains a number of Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we discover an error in the price of the Services you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services to you at the incorrect (lower) price.

10.5 Payments in respect of domain name registrations and domain name renewals (as more particularly set out at clause 7.12) are non-refundable.

10.6 Reduced price trials are for new clients only.

11 How to pay

11.1 You can only pay for the Services using a debit or credit card, PayPal or Bank Transfer. We accept the following cards: Visa, MasterCard, American Express.

11.2 Payment for the Services is in advance and may be made (i) monthly or (ii) annually, as specified in the Order Confirmation. We will not charge your debit card or credit card until we send you an Order Confirmation.

11.3 If you fail to make any payment due to us under this Contract by the due date (plus 7 days) then, without limiting our remedies under clause 11, you shall pay a fixed late fee on the overdue amount at whichever is the greater of 3% or £5. You shall pay the penalty charge interest together with the overdue amount.

11.4 Adding your card to file authorises us to auto bill you on your due date. You can manage this via your client area.

11.5 We use Stripe to process card payments. When you use our card payment system you confirm that you are permitting us to initiate a payment or series of payments on your behalf. You confirm that we may either take payments as a one-off or on a recurring basis as indicated on our payment page. You confirm that the payment amount will be determined by reference to our charges at the time as described on your invoice.

12 Termination

12.1 Either party (the “Non-defaulting Party”) shall be able to terminate this Contract immediately in the event that the other:

12.1.1 commits a material breach of any of its obligations under this Contract and has not remedied such breach (if capable of remedy) within 30 days of request from the Non-defaulting Party for remedy by serving written notice; or

12.1.2 is subject to any winding up order or resolution, has any provisional liquidator appointed to it, has a receiver appointed or is the subject of an application made to court for an administration order or if a notice of intention to appoint an administrator is filed or an administration order made in respect of it, is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, enters into any arrangement for the benefit of or other compounds with its creditors generally or ceases or threatens to cease carrying on its business, or (being an individual) is the subject of a bankruptcy petition or order, or any equivalent processes in any jurisdiction.

12.2 Without prejudice to any rights that have accrued under a Contract or any of its rights or remedies, either party may terminate a Contract on giving not less than 30 days written notice to the other party. Notwithstanding the foregoing, if you have agreed and paid for Services on an annual payment basis, we shall not be obliged to refund any pro rated payments if you cancel during the annual term.

12.3 In accordance with our Hosting Acceptable Use Policy, an account may be terminated by us unilaterally, without notice and at our discretion if we consider an account holder to be in breach of the stated prohibited uses.

12.4 An account may be terminated with immediate effect if abusive behaviour is directed at our staff.

13 Consequences of Termination

13.1 Other than as set out in these Terms, neither party shall have any further obligation to the other under a Contract after its termination.

13.2 Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of a Contract shall remain in full force and effect.

13.3 Termination of a Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

13.4 If a Contract is terminated pursuant to clause 12.2 or by you pursuant to clause 12.1:

13.4.1 we will promptly provide to you an electronic copy of the Hosted Materials; and

13.4.2 we will provide such assistance as is reasonably requested by you to transfer the hosting of the Hosted Materials to you or another service provider, subject to payment of our reasonable expenses.

14 Our liability if you are a business

This clause 14 only applies if you are a business customer.

14.1 Nothing in these Terms limit or exclude our liability for:

14.1.1 death or personal injury caused by our negligence;

14.1.2 fraud or fraudulent misrepresentation; or

14.1.3 any other area where it would be unlawful or invalid to seek to exclude liability.

14.2 Subject to clause 14.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

14.2.1 any loss of profits, sales, business, or revenue;

14.2.2 loss or corruption of data, information or software;

14.2.3 loss of business opportunity;

14.2.4 loss of anticipated savings;

14.2.5 loss of goodwill; or

14.2.6 any indirect or consequential loss.

14.3 Subject to clause 14.1 and clause 14.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services for the remainder of the duration of the Contract between us.

14.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.

15 Our liability if you are a consumer

This clause 15 only applies if you are a consumer.

15.1 Nothing in these Terms limit or exclude our liability for:

15.1.1 death or personal injury caused by our negligence;

15.1.2 fraud or fraudulent misrepresentation; or

15.1.3 any other area where it would be unlawful or invalid to seek to exclude liability.

15.2 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but subject to clause 15.1 above, we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.

15.3 We only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or re-sale purposes, and subject to clause 15.1 above, we have no liability to you for any

15.3.1 loss of profits, sales, business, or revenue;

15.3.2 loss or corruption of data, information or software;

15.3.3 loss of business opportunity;

15.3.4 loss of anticipated savings; or

15.3.5 loss of goodwill.

15.4 Subject to the foregoing, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services.

16 Indemnity

16.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

16.1.1 any breach by you of the warranties contained in clause 7; and

16.1.2 any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the our use of software and/or other materials provided by you.

17 Events outside our control

17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.

17.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

17.3.1 we will contact you as soon as reasonably possible to notify you; and

17.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

18 Communications between us

18.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

18.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by email at hello@robert-james.org.uk.  We will confirm receipt of this by contacting you in writing by e-mail.

18.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

18.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent or 24 hours after posting on our website. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

19 Data Protection

Please read our Privacy Policy for further information (can be viewed under the ‘Privacy Policy’ tab above).

20 Other important terms

20.1 This Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between you and us, whether written or oral, relating to its subject matter.

20.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Contract. Neither you nor we shall have any claim for innocent or negligent misrepresentation based upon any statement in this Contract.

20.3 You may not assign or transfer any of your rights or obligations under this Contract, in whole or in part, without our prior written consent.

20.4 A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

20.5 If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.

20.6 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20.7 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.8 These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

20.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

20.10 Calls may be recorded for training or monitoring purposes.

This document governs your usage of Robert James Voice, operated by Robert James Web Services Limited (regardless of trading name) and represents a legally binding agreement between you (the “Customer”) and Robert James Web Services Limited.

1. Definitions & Interpretations
1.1. Any headings in this document will not affect the interpretation of this agreement.
1.2. Words in the singular shall include the plural and vice-versa.
1.3. In this agreement terms & expressions have the following meanings unless the context otherwise
requires:
“Access Charge” – the charge we levy for connecting a call
“Act” – the Communications Act 2003.
“Agreement” – this agreement which incorporates the terms & conditions of service.
“Authorised Terminals” – any physical telephone or software client, including software and
apps provided or made available by us, which has been configured to connect to the Service
and is privileged to make calls to and receive calls from External Numbers.
“Call Bundle” – a fixed quantity or unlimited number of minutes to a pre-determined set of
destination phone numbers which can be purchased for a monthly amount or included with
another service.
“Call Charges” – the charges incurred by the Customer when making an outgoing call to an
External Number (including any Connection Fee or Access Charge (or both)).
“Connection Fee” – the one-time and fixed charge incurred by the Customer when making
some calls to External Numbers.
“Consumer” — an individual acting for purposes which are wholly or mainly outside that
individual’s trade, business, craft or profession;
“Customer” – you, any person or company which requests voice services from Robert James.
“Company”, “Robert James”, “Robert James Voice”, “we”, “us”, “our” – Robert James Web Services Limited.
“Emergency Services” – any service which can be requested by dialling 999 or 112.
“Equipment” – telecommunications hardware such as telephones, analogue telephone
adaptors or any networking hardware.
“Extension” – an individual account setup to make and receive calls using the Service.
“External Numbers” – any number which is routed outside of your PBX system (for example,
calls to normal PSTN networks or other VoIP providers).
“Incoming Number” – any telephone number which has been provisioned to receive calls
made from a standard external phone network. It usually will take the form of 0[12]xxx
xxxxxx for geographic numbers or 0[38]xx xxx xxxxx for non-geographic numbers.
“Internet Service Provider” – a company which provides internet services and bandwidth
used to connect to the Network.
“Network” – means the telecommunications and data network(s) used by the Company to
provide services for carriage of your traffic, including any required server hardware.
“Online Management System” – our authenticated area for Customers to manage or extend
the services they take from the Company.
“Outbound Trunk” – a connection between a customer’s PBX server, authenticated by the IP
address which is sending the SIP traffic to our service.
“Service” – the provision of telecommunications facilities and related services and software
(including applications for mobile devices) to the Customer by the Company. The service
provided for each Customer is defined by whichever features the Customer has enabled in
the Online Management System.
“Status Site” – the website with contains information about known issues and scheduled
maintenance. This can be found at https://status.robertjamesvoip.co.uk.
“Subscription Fees” – the charges incurred by the Customer associated with using the
Service, other than Call Charges.
“Unauthorised Use” – any use of the Service, Authorised Terminals or the Online
Management System by any person not permitted to do so by the Customer.
“VoIP” – voice over IP (internet protocol)
“Wholesale Customer” – a Customer who provides outbound calls and/or incoming numbers
to their users/customers, including partners.
2. Commencement & Duration of Service
2.1. This Agreement shall commence on the earlier of:
2.1.1. the Customer registering an account for the Service;
2.1.2. the Customer marking or receiving its first call using the Service; and
2.1.3. the Customer signing this Agreement.
2.2. The Agreement shall continue until terminated in accordance with clause 12.
3. Responsibilities & Obligations of Robert James Web Services
3.1. The Company will use reasonable efforts to maintain and operate the Service. However, we make no promises that the Service will always be available or functioning, nor that the Service will be fault free.
3.2. The Company shall maintain equipment suitable for providing the Service. The volume & type of such equipment shall be decided solely by the Company.
3.3. The Company shall provide the Customer with reasonable technical support which the Company
shall in its sole discretion consider necessary and appropriate, provided that the Customer is up to
date with all payments due under this Agreement
3.4. The Company shall provide the Customer with access to call logs for all Extensions & Outbound
Trunks registered to their account through the Online Management Interface.
4. Responsibilities & Obligations of the Customer
4.1. The Customer shall provide the Company with any information it requires to operate the service
including, but not limited to:
4.1.1. physical address information for any Incoming Number allocated to the Customer;
4.1.2. details of the network which the Customer’s Authorised Terminals will be connected; and
4.1.3. all information required to port numbers from other providers (if requested).
4.2. The Customer shall, at its own expense, provide any equipment required to connect to the Service.
The Company may offer to supply such equipment, at the Customer’s expense, if requested to do so
by the Customer.
4.3. The Customer agrees to participate, as requested by the Company, in any testing procedures and to
provide a secure and safe environment for any of our employees, agents or subcontractors working
on your premises for installation, testing or maintenance of the Service.
4.4. The Customer shall only use the Service in accordance with this Agreement, and in accordance with
our reasonable instructions, guidelines and directions.
4.5. The Customer shall not register or attempt to register to an Extension more devices (whether
physical or soft) than they have agreed with us that they are permitted to register to that Extension.
In the absence of any specific agreement otherwise, this is one device per Extension.
4.6. The Customer shall make only reasonable use of the Service. Where all or part of the Service permits making of calls using a Call Bundle, Customer shall:
4.6.1. use the Service only in respect of the designated Extension (where the Call Bundle is associated with an Extension);
4.6.2. make all calls from a regular telephone, softphone, or mobile phone, and shall not configure the Extension for use with any PBX or other mechanism which allows multiple users or devices to make use of an Extension;
4.6.3. only make voice calls, and shall not make fax calls, data calls, or use the Service for more than occasional call forwarding;
4.6.4. originate each call by a human, and shall not initiate any call automatically;
4.6.5. not permit any third party to originate calls using the Service; and
4.6.6. only make calls which relate to its own, reasonable, business use, and shall not use make calls
as part of call centre operations (including telemarketing) or other high-volume activity (even if
those activities form part of the Customer’s business).
4.7. The Customer agrees to take reasonable steps to ensure that they do not disrupt or interfere with other users of our Services or of our Network.
4.8. The Customer shall obtain and manage any required licences related to the use of the Services,
including by not limited to, any licences required for audio files which are uploaded to the system for
music on hold or any other purpose.
4.9. The Customer is responsible for, and agrees to pay in full for, any Call Charges incurred from any
Extensions or Outbound Trunks allocated to the Customer, including all calls which originate from or
appear to us to originate from the Customer’s network or which present to us with the Customer’s
identifying data (including, but not limited to, the Customer’s username and password). This includes
all Call Charges irrespective of whether or not they were generated in good faith or authorised by the Customer and including those generated as a result of fraudulent activity by a third party.
4.10. The Customer shall present only caller line identification information which:
4.10.1. is assigned to the Customer by us; or
4.10.2. the Customer:
4.10.2.1. has obtained our permission to present;
4.10.2.2. has the right to present; and
4.10.2.3. proves to us, promptly following a request from us (which may occur at any time
during the lifetime of this Agreement, and on as many occasions as we see fit), that it has
the right to present.
4.11. The Customer shall keep Authorised Terminals and access to the Service and the Online
Management System safe from Unauthorised Use. If the Customer becomes aware of a compromise,
the Customer must immediately change its account password(s) and other security devices and
notify us. This does not limit the Customer’s responsibility and liability under clause 4.9.
4.12. The Customer shall not, and shall ensure that its end users do not, use the Service:
4.12.1. for the transmission of material which is unlawful, abusive, harmful, threatening,
defamatory, pornographic or which in any way infringes intellectual property rights, or which
may cause offence in any way;
4.12.2. in a way that does not comply with the terms of any legislation, code of practice, regulations,
or licence, or which causes us to breach any legislation, code of practice, regulations, or licence;
4.12.3. in a way that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose
or effect;
4.12.4. in a way that constitutes artificial inflation of traffic (as set out in Annex E of BT’s Network
Charge Control Standard Interconnect Agreement);
4.12.5. in a way that could, in our reasonable opinion, materially affect the quality or operation of
any networks or services provided by us or any third party;
4.12.6. in a way that causes annoyance to the receiver, is a hoax call, or is of an offensive, spiteful,
abusive, indecent, defamatory, obscene, or menacing nature;
4.12.7. in a way which is inconsistent with privacy or data protections laws, or laws relating to direct
marketing;
4.12.8. to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights of others;
4.12.9. to obtain access, through whatever means, to restricted areas of the Network; or
4.12.10. in a way which could, in our reasonable opinion, brings our name, or the name of any third
party, into disrepute.
4.13. The Customer shall:
4.13.1. Behave at all times in a polite and professional manner towards us and our staff;
4.13.2. Maintain such disaster recovery and resiliency plans as it considers appropriate;
4.13.3. Not sell, deal, transfer, or otherwise make available the Service to any third party for any
purposes except if appointed a Wholesale Customer and provided that it is in full compliance
with clause 23;
4.13.4. Ensure that all equipment, including Authorised Terminals, which is used in conjunction with
the Service conforms to all relevant standards or approvals; and
4.13.5. Comply with all applicable law.
4.14. We may carry out such investigations, and suspend all or part of the Services or this Agreement, as we deem necessary in the event of:
4.14.1. any potential or apparent breach of this Agreement; or
4.14.2. any activity which we consider to be suspicious.
4.15. Any breach of this clause 4 shall be a material breach of this Agreement, which entitles us to suspend or terminate all or part of this Agreement.
4.16. If we suspend or terminate the Service in accordance with clause 4.14 or 4.15, we shall not
be liable for any losses arising from this suspension or termination.
5. We Depend Upon Each Other
If we fail to do something that we ought to do under this Agreement and that directly causes the
Customer to fail to do something that it ought to do under this Agreement, we will not treat the
Customer’s failure as a breach of the Agreement in those circumstances. The Customer shall treat us
in the same way.
6. Charges & Payments
6.1. The Customer must pay the fees for the Service, including any applicable setup fees, Subscription Fees, Call Charges, and any other sums due under this Agreement, without set off, deduction or counterclaim.
6.2. We may increase our fees for any part of or all of the Service, including Call Charges, at any time. We will give the Customer 30 days’ notice of any increase in Subscription Fees.
6.3. A Customer will be either a credit account customer or a pre-pay customer. The status of a Customer will be determined by the Company based on information provided by the Customer and the Customer’s credit status.
6.4. In respect of credit account Customers:
6.4.1. the Company will invoice the Customer on or near the relevant anniversary date for any Call
Charges and Subscription Fees incurred during the previous month;
6.4.2. all invoices are payable on receipt and must be paid using one of the Company’s approved
payment methods;
6.4.3. the Company may revert credit account Customers to pre-pay status who fail to settle invoices
from the Company on time;
6.5. If, for any reason (including our failure to charge your card or take payment), we do not receive the Customer’s payment in full within 5 working days of the due date, we may do any or all of the
following:
6.5.1.1. Send the Customer reminders by email and post at regular intervals. We may charge the
Customer a fee of £5 per reminder to cover a small proportion of the costs we incur in seeking payment of the overdue amount;
6.5.1.2. Suspend the Service;
6.5.1.3. Charge interest and late payment fees on the overdue amount from the due date up to the date of actual payment (whether before or after any court judgement) in accordance with clause 6.7.3; and
6.5.1.4. Charge the Customer our reasonable costs and expenses (including legal costs) for seeking payment of the overdue amount.
6.5.2. In the event of a card chargeback or Direct Debit “bounce”, we may do any or all of the
following:
6.5.2.1. Suspend the Services; and
6.5.2.2. Charge you a fee of £20 per instance.
6.5.3. If we suspend the Service in accordance with clause 6.5.1.2 or 6.5.2.1, we shall not be liable for any losses arising from this suspension.
6.6. In respect of pre-pay Customers:
6.6.1. the Customer shall ensure that their account has sufficient credit to cover any Subscription Fees and Call Charges;
6.6.2. the Company will invoice the Customer for the amount they credit to their account on the
receipt of funds to the Company’s account;
6.6.3. unused credit expires automatically after 12 months; and
6.6.4. any unused credit or sums remaining in pre-paid accounts after termination shall remain the
property of the Company and shall not be refundable by the Company to the Customer.
6.7. In addition to any relevant clauses above:
6.7.1. all charges quoted on our website and in marketing materials are inclusive of any applicable taxes unless otherwise specified.
6.7.2. no interest shall accrue or be due on any pre-payments received from the Customer by the
Company;
6.7.3. If any sums due to the Company under this Agreement are not paid by the due date, the
Company may claim interest and fixed compensation under the Late Payment of Commercial
Debts (Interest) Act 1998;
6.7.4. the Customer will remain responsible for any charges incurred by the Company in processing of any payments, unless otherwise stated when making the payment. Customers will be able to make payments using electronic bank transfer free of charge; and
6.7.5. the Company does not accept cash or cheques for payment, and any payments purportedly
made in this manner will be returned to the Customer at the Customer’s expense.
6.8. The Services provided by the Company will pass over the network provided by the Customer’s
Internet Service Provider, who may charge for network bandwidth, for which the Company is not
responsible.
7. Incoming Calls
7.1. The Company shall allocate Incoming Numbers to the Customer on their request. These numbers may be geographic (commencing with 01 or 02) or non-geographic (commencing 03 or 08).
7.2. At no time does the Customer have any ownership of any allocated Incoming Numbers.
7.3. The Company may change or re-allocate any Incoming Number, for any reason, during the first seven (7) business days after they have been allocated to a Customer. While we will use reasonable efforts to avoid doing so, and to give the Customer such notice as is possible and reasonable in the circumstances if we intend to do so, we may change the phone numbers or other identifiers allocated to the Customer outside this period. We are not responsible for any costs or losses suffered by the Customer if we do so.
7.4. The Customer may request new numbers at any time by contacting the Company or using the Online Management System.
7.5. The Customer may remove Incoming Numbers from their account at any time using the Online
Management System, but the Customer will be charged until either any remaining minimum period
expires or the next invoice falls due, whichever is the longer.
7.6. By default, we restrict the number of concurrent incoming calls for each Incoming Number. The
Customer may opt to pay additional charges to increase the concurrent calls limit for any of their numbers and should contact the Company to arrange this.
7.7. If the Customer sets up an Incoming Number to forward to an External Number, the Customer will be charged for Call Charges incurred as if this was a standard call to an External Number.
8. Calls to External Numbers
8.1. Calls to External Numbers will be charged in accordance with the tariff assigned to your account.
8.1.1. Unless otherwise specified by the Customer’s tariff, all calls are charged on a per-second basis,
rounded up to the nearest second.
8.1.2. The cost of a call depends on the destination and duration. The timed duration of a call begins
on receipt of an answer signal from the terminating operator. The Company will not be held
responsible for any situation where this is generated in error.
8.1.3. The call ends on receipt by the Company of a “call clear” message from the Customer’s
equipment or the terminating operator’s equipment.
8.1.4. Some calls incur a Connection Fee which is added to any Call Charges related to the call.
8.1.5. A full tariff rate list can be obtained by contacting the Company or querying the Company’s website
8.1.6. All rates provided to Customers exclude any applicable taxes.
8.1.7. We may change the tariff rates and Call Charges at any time and Customers must keep track of rates by looking at the Company’s website.
8.1.8. All calls to External Numbers are subject to a 1p minimum call charge.
8.2. The Company may impose a daily call charge limit which will restrict the value of calls which can be initiated by the Customer in a 24 hour period. This limit is designed to protect your account and can be increased or decreased by contacting the Company.
8.3. During any trial periods, the Company may restrict calls to External Numbers as it, in its sole discretion, sees fit.
8.4. Unless instructed otherwise by the Customer, the Company will restrict calls to External Numbers with a per minute calling rate or a connection fee exceeding such charges as the Company may, from time to time, specify. The Company may vary the default threshold without notice.
8.5. The Company will provide access to the Emergency Services by dialling 999 or 112 from any Extension.
8.5.1. It is the Customer’s responsibility to ensure the Company has been provided with the accurate, physical location of any Incoming Numbers which are allocated to them. The Company will
provide this information to the Emergency Services in order to assist with the management of emergency calls and dispatch of the appropriate services to your location.
8.5.2. The Customer must be aware that the Company provides a VoIP service which does not guarantee access to the Emergency Services. Your access to the Service is dependent on your connection to a suitable data network and the operation of that data network. If you do not have a connection to a suitable data network, or your data network is not functioning correctly, you will not be able to use the Service, including for the purposes of making calls to the Emergency Services. The Customer must ensure adequate provision is in place to contact the Emergency Services in the case of power failure, network issues or service affecting maintenance.
8.5.3. When speaking with the Emergency Services, the caller may be required to verbally provide their physical location to the emergency operator.
8.5.4. Emergency calls made using the Service will pass over the public internet where they will not receive the same network priority or quality assurance as an emergency call made on a mobile network or on a circuit-switched fixed line.
9. Network & Service Maintenance
9.1. We reserve the right to modify our Network and/or system configurations whenever required, in order to provide the Service.
9.2. We may need to perform scheduled or emergency maintenance in order to maintain or modify the Network in order to provide the Service. Notice will be provided as reasonably practicable under the circumstances. Such maintenance may require temporary suspension of Service.
9.3. We may, without prior notice, suspend all or part of the Service if, in our reasonable opinion, it is necessary to do so to stop or mitigate any problem or attack affecting our Network, equipment, or services (including any network, equipment, or services provided to another customer), or to deal with behaviour which, in our reasonable opinion, amounts to misuse of the Service..
9.4. Any details of any scheduled maintenance will be published on the Status Site. We encourage Customers to subscribe to the Status Site to receive these updates by e-mail.
10. Provision of Equipment
10.1. The Company may supply Equipment to the Customer on their request.
10.2. The Company will raise an invoice to the Customer in respect of any Equipment which has been
ordered. This invoice must be settled in full before the Equipment will be dispatched by the
Customer.
10.3. The Customer may order Equipment through any of the approved channels listed below:
10.3.1. through the Company’s website;
10.3.2. by e-mailing the Company at accounts@robertjamesvoip.co.uk; or
10.3.3. by calling the Company’s sales team.
10.4. If any Equipment arrives in a state where it is not operational (“dead on arrival”) the Customer must follow the procedure set out in clause 10.6 to return the faulty equipment to the Company and the Company will replace the unit with the same or a technically equivalent replacement.
10.5. Once an order has been dispatched by the Company to the Customer, the order cannot be cancelled, however the Company, at its sole discretion, may allow the Customer to return the original packaged Equipment, at the Customer’s expense.
10.6. Customers must seek approval from the Company before returning any Equipment. If we provide the Customer with an RMA code, the Customer must put this RMA code in a prominent place on the outer packaging of the relevant item. The Customer is responsible for the costs associated with returning the item to us, and must pack the item and send it appropriately, so that we receive it in pristine condition. If the Customer does not comply with this clause 10.6, the Customer’s item will not be treated as returned. We will assess your returned item promptly after receiving it, and we will notify the Customer if it is eligible for a refund.
11. Cooling-off period / right to cancel
11.1. Subject to clause 11.2, if you are a Consumer, you have a cooling-off period in which you can cancel certain Services. The cooling-off period begins on the date this Agreement and lasts for 14 days.
11.2. The cooling-off period does not apply:
11.2.1. If you are not a Consumer; or
11.2.2. If you are a Consumer, and you have made an express request for us to provide the Services immediately.
11.3. If you wish to exercise your rights under this clause 11, you must inform us of your decision by
sending an email accounts@robertjamesvoip.co.uk. You must send this email before the end of the period set out in clause 11.1.
11.4. We will reimburse all payments received from you within 14 days of receiving your email.
12. Termination & Cancellation
12.1. If the Customer is in any breach of this Agreement (including payment of any sums due) the Company may suspend the Service provided to the Customer. We shall not be liable for any losses to the Customer arising from this suspension.
12.2. The Company may terminate this Agreement:
12.2.1. upon the expiration of fifteen (15) days’ notice following any suspensions;
12.2.2. immediately by giving notice if
12.2.2.1. we are entitled to do so under this Agreement;
12.2.2.2. the Customer commits a material breach of an obligation under this Agreement
which is not capable of remedy, including any breach of clause 4;
12.2.2.3. the Customer ceases trading, convenes a meeting of, or comes to an agreement
with, its creditors, has distress or other seizure levied over any of its assets or does not
satisfy any demand for payment from any legal person;
12.2.2.4. any step is taken to wind up or dissolve the Customer, a receiver, and/or a manager or administrator is appointed over any of the Customer’s assets or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1987; or
12.2.2.5. the Company is required to do so by Ofcom, the Phone-paid Services Authority or any judicial, regulatory or governmental body.
12.3. The Customer may terminate this Agreement at any time providing that they do not owe any sums to the Company. Should the Customer owe any sum to the Company and wishes to terminate their Services, they must settle the full amount due and then terminate this Agreement. To terminate the Agreement, the Customer must contact the Company. Termination is not effective until the Company sends confirmation of receipt to the Customer.
12.4. If the Service includes any element which is subject to a minimum term, if the Customer wishes to terminate the Agreement or that element of the Service within the minimum term, the Customer shall pay any applicable early termination fee, in addition to any other sums due.
12.5. In the event of termination of this Agreement for any reason, other than where covered by clause
12.6, the Customer is not entitled to a refund of any fees paid, including any credit, and the Customer will automatically, immediately, and irrevocably, lose access to any phone numbers relating to the Service.
12.6. We may, from time to time, offer a guarantee period. As an exception to clause 12.5, if the Customer terminates this Agreement within a notified guarantee period, we will refund the Customer any
Subscription Fees paid by the Customer relating to that trial period. The Customer remains liable for, and we shall not refund, Call Charges, charges for call bundles with more than what we consider to be insignificant usage, or charges for any Equipment purchased. This clause does not apply to Wholesale Customers or in respect of SIP trunking.
12.7. Any termination of this Agreement shall be without prejudice to the accrued rights of the parties on the date of such termination, and to the continuation in force of all provisions of this Agreement which expressly or implicitly survive such termination, including clauses 1, 4.9, 4.13.1, 5, 6.1, 12-16, and 18-23.
13. Limitation of Liability
13.1. Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Customer and us or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
13.2. Except where otherwise expressly stipulated in this Agreement, this clause 13 sets out the entire liability of the Company (including liability for the acts and omissions of its employees, agents, consultants and subcontractors) to the Customer.
13.3. Neither party limits or excludes its liability to the other for personal injury or death caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which, at law, a party cannot limit or exclude its liability
13.4. Subject to Clause 13.3, the Company shall not be liable for special, indirect, or consequential losses, nor for the following types of loss, whether direct, indirect, special or consequential, in each case however caused:
13.4.1. Financial loss, including loss of profits, earnings, business, goodwill, business interruption;
13.4.2. Expected or incidental losses; loss of expected savings; loss of sales; failure to reduce bad debt; reduction in the value of an asset;
13.4.3. Loss of, or corruption to, data;
13.4.4. Interrupted communication; or
13.4.5. Any delay in the provision of the Service or in rectifying a fault with the Service.
13.5. The Company shall have no liability to the Customer in respect of any demand or claim where:
13.5.1. the demand or claim arises as a result of the Customer’s negligence, misconduct or breach of this Agreement.
13.5.2. the Customer does not immediately notify the Company of any claim or loss;
13.5.3. the Customer does not give the Company full authority to deal with the claim, or does not provide all the information requested by the Company.
13.6. Subject to clauses 13.3, 13.4 and 13.5, the Company’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 this Agreement shall be limited to the amount of revenue received by the Company in respect of the 30 day period immediately preceding the date on which the liability was incurred, but in no event shall exceed £1,000 for any one event or series of events.
13.7. Except as otherwise stated, the Customer’s only remedies for any breach of this Agreement shall, at the Company’s sole discretion, be:
13.7.1. correction in a reasonable timescale of any fault; or
13.7.2. replacement or re-performance of the Service supplied.
13.8. The Customer does not limit or exclude its liability for the indemnities set out in clause 14, or for sums due under this Agreement.
13.9. The Customer agrees that the provisions of this clause 13 are fair and reasonable.
14. Indemnity
14.1. The Customer indemnifies the Company and its associated companies, directors, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer’s use or misuse of the Services and all costs relating thereto.
14.2. The Customer indemnifies the Company, and its associated companies, directors, officers and employees against any claim or demand arising from any act of the Customer or third party including but not limited to any claim in relation to:
14.2.1. a breach or allegation of breach of the terms of the Agreement;
14.2.2. negligence, misconduct or any allegation of negligence or misconduct on the part of the Customer or any third party;
14.2.3. the operation or break down of any equipment or software owned or used by the Customer;
14.2.4. any fraud, or artificial inflation of traffic (as set out in Annex E of BT’s Network Charge Control Standard Interconnect Agreement);
14.2.5. any claim brought against us by any third party alleging that its intellectual property rights are infringed by the use by you of the Service;
14.2.6. marketing or promotional activities undertaken by or on behalf of the Customer; and
14.2.7. the service content provided or marketed on the behalf of the Customer.
15. Data protection
15.1. References in this clause 15 to a Regulation are to regulation 2016/679/EC. References to an Article are to an Article of the Regulation. Capitalised terms in this clause have the meaning defined by the Regulation unless otherwise defined in this Agreement.
15.2. If, in the course of providing the Service, the Customer is a Controller and we are the Customer’s Processor in respect of any Personal Data, we will:
15.2.1. Process Personal Data in accordance with all applicable law;
15.2.2. Process the Personal Data only on the Customer’s documented instructions as set out in this Agreement and as dictated by the Customer in its configuration of the Service through the Online Management System, including with regard to transfers of Personal Data to a third country or an international organisation;
15.2.3. Unless prohibited by law, notify the Customer if we are required by any law of the European Union or the law of one of the Member States of the European Union to act other than in accordance with the Customer’s instructions or if, in our opinion, any of the Customer’s instructions infringes the Regulation or other Union or Member State data protection provisions;
15.2.4. Have the Customer’s general authorisation to obtain other Processors and shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. Subject to clause 13, we shall be liable for the acts and omissions of our Sub-processors, and we shall ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, this clause 15;
15.2.5. Ensure that persons authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of confidentiality;
15.2.6. Take all measures required pursuant to Article 32;
15.2.7. Taking into account the nature of the Processing, assist the Customer, at the Customer’s cost, by appropriate technical and organisational measures, insofar as this is possible, for thefulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the Regulation;
15.2.8. Provide, at the Customer’s cost, reasonable assistance on written request by the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;
15.2.9. At the Customer’s choice and cost, delete or return all the Personal Data to the Customer after the end of the provision of the Services relating to the Processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data;
15.2.10. At the Customer’s cost and following written agreement as to the details, make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28, and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; and
15.2.11. Notify the Customer without undue delay if we become aware of a Personal Data Breach for which we are responsible.
15.3. Notwithstanding this clause 15, the Customer is responsible for ensuring that its configuration and use of the Service, and any services that it provides (whether to itself or others) comply with its obligations under data protection law.
16. Severability
16.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
17. Modification of Agreement
17.1. The Company reserves the right to modify this Agreement from time to time.
17.2. The Company will provide the Customer with fifteen (15) days’ notice of any changes.
17.3. If the Customer does not agree with any modifications, they will be able to terminate this Agreement immediately without penalty.
17.4. Changes to the Subscription Fees or the Call Charges, or to the limits specified in clause 8.4, shall not be “modifications” for the purpose of this clause 17.
18. Assignment
18.1. Neither we nor the Customer may assign, novate, or otherwise transfer, our respective rights or obligations (or both) under this Agreement without prior written consent of the other party, with the exception of the following:
18.1.1. The Company may freely assign, novate, or otherwise transfer, our rights or obligations (or both) under this Agreement to any other company controlled by, in common ownership with, or controlling, Robert James Web Services Limited.
19. Dispute Resolution
19.1. This Agreement is subject to the laws of England.
19.2. Our Customer Complaints Code is available at https://www.dial9.co.uk/legal/complaints
19.3. The Customer agrees that we shall deal with any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) as follows:
19.3.1. The issue in dispute shall be referred for discussion to, in the case of the Customer, the name of the main account holder, and in our case, our accounts team (accounts@robertjamesvoip.co.uk);
19.3.2. If the dispute is not resolved, the managing directors (or equivalent) of each of us shall discuss the dispute;
19.3.3. If the dispute is not resolved:
19.3.3.1. if the Customer is entitled to refer the dispute to alternative dispute resolution, the Customer may do so. Details of alternative dispute resolution are available at
https://www.rjames.co.uk/legal/complaints; and
19.3.3.2. if the Customer is ineligible to use alternative dispute resolution or do not do so, or if we wish to bring proceedings, the Customer agrees that the English courts have exclusive jurisdiction to settle the dispute.
19.4. We shall both bear our own costs for elements of the dispute resolution procedure up to the involvement of the courts under clause 19.3.3.2.
20. Force Majeure
20.1. The Company shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control including, but not limited to any act of God, inclement weather, storm, flood, drought, lightning, fire, act of terrorism, war, military operations or riot, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cable, trade dispute, government action, embargoes, damage to or loss of equipment or interruption, disruption, cease, failure or delay in any service provided to the Company by any third party, including governmental or regulatory authority or any provider of electronic communications networks or services.
21. Notices
21.1. All notices from the Company to the Customer will be sent by electronic email (“e-mail”) to the last known address of the Customer.
21.2. All notices from the Customer to the Company other than the service of court proceedings must be sent by electronic email (“e-mail”) to accounts@robertjamesvoip.co.uk or by post to:
Robert James Web Services Limited,
AIEC Office,
Penryncoch,
Aberystwyth,
Ceredigion.
SY23 3EE.
21.3. Notice for the service of court proceedings from the Customer to the Company shall be by a signed for postal service which provides proof of delivery, or by courier, and such notice shall be addressed to the Company’s address in clause 21.2.
21.4. Notices provided by e-mail will be considered to have been served:
21.4.1. In the case of us notifying the Customer, one day after the day on which we send the email;
and
21.4.2. In the case of the Customer notifying us, one business day after the Customer receives confirmation from us that we received such notification.
21.5. Notices provided by postal mail will considered to have been severed three (3) business days from the date sent.
21.6. Notices provided by any other means other than those specified above shall have no effect.
22. General
22.1. This Agreement set out all the terms agreed between us about the subject matter of this Agreement. This Agreement supersedes all previous negotiations, understandings and representations.
22.2. A person who is not a party to this Agreement shall have no rights under this Agreement.
22.3. The Company’s rights and powers under this Agreement are not affected if it fails to or not chooses to enforce any of them at any time. A waiver of any breach or provision of this Agreement shall only be effective if made by email or in writing.
22.4. Each Party shall
22.4.1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
22.4.2. not engage in any activity, practice or conduct which constitutes an offence under the Bribery Act 2010, or would do so if such activity, practice or conduct had been carried out in the UK.
22.5. Nothing in this Agreement establishes any partnership (even if you are a reseller, which we call a “partner”), joint venture, or agency.
23. Additional Responsibilities & Obligations of Wholesale Customers
23.1. This clause 23 applies to any Customer which acts as a Wholesale Customer, even if not accepted or otherwise recognised by us as a Wholesale Customer.
23.2. We may, in our sole discretion, choose to accept a Customer as a Wholesale Customer.
23.3. Where we communicate a requirement to meet certain targets, such as minimum turnover or throughput, the Wholesale Customer must meet such targets. If the Wholesale Customer fails to meet such targets, we may, in our sole discretion, charge the Wholesale Customer up to that target or minimum figure, or stop the Customer from remaining a Wholesale Customer, or both.
23.4. The Wholesale Customer shall:
23.4.1. comply with all applicable laws and regulations, including Ofcom’s General Conditions of Entitlement and any guidelines for the provision of customer line identification facilities and other related services published by Ofcom;
23.4.2. follow any reasonable instructions issued by us in relation to the Service;
23.4.3. have in place appropriate technical and organizational security measures, including in respect of passwords and access levels;
23.4.4. act at all times in accordance with good industry practice;
23.4.5. ensure that all location information about any numbers allocated to their users is submitted to the Company as soon as is practicable, for use in meeting emergency services location obligations;
23.4.6. not do anything that will, or will be likely to, cause loss or damage to us or our reputation; and
23.4.7. permit us to audit its compliance with its obligations under this Agreement.
23.5. The Wholesale Customer shall:
23.5.1. use only up to date information and materials concerning the Service in its dealings with customers or potential customers, as downloaded from our website or made available by us;
23.5.2. not make any statements as to the Service which have not been approved beforehand by us in writing;
23.5.3. keep up to date with developments concerning Robert James and our Services by regularly checking our website and shall ensure that any staff or representatives who may engage in activities covered by this Agreement are kept up to date with such developments; and
23.5.4. upon request, provide us with full data, information and materials regarding the Wholesale Customer’s services.
23.6. Notwithstanding the generality of clause 23.4.1, the Wholesale Customer agrees to take measures to protect the security & resilience of its network and services in compliance with Sections 105A and 105D of the Act. Such measures shall include but not necessarily be limited to the following:
23.6.1. implementing access control and authentication mechanisms for network & information systems;
23.6.2. ensuring software is not tampered with or alerted without authorisation;
23.6.3. ensuring that data critical to network security (such as passwords) are not disclosed or tampered with and are changed regularly; and
23.6.4. regularly checking for viruses and malware.
23.7. The Wholesale Customer shall:
23.7.1. enter into contracts with its users on terms which are the same as, or substantially similar to, the terms of this Agreement; and
23.7.2. diligently and properly enforce its contract with its customers (including if appropriate by suspending or terminating the provision of its services to the customer) where the Wholesale Customer knows or reasonably suspects that a customer is in breach of contract.
23.8. The Wholesale Customer shall not allocate any Number to a customer or end user or to a potential customer or end user who appears at the date of the request for allocation on any of the lists that may at any time in the future be compiled and published by Ofcom of companies and individuals that have caused serious or repeated harm to consumers (“Number Refusal List”) or of companies and individuals that are under assessment (“Under Assessment List”).
23.9. The Wholesale Customer is responsible for all aspects of support to its customers in respect of the Service, including sales, billing, marketing, and customer service activities.
23.10. Provided that the Wholesale Customer is up to date with all payments due under this Agreement, we shall provide Wholesale Customer (but not its customers or end users) with reasonable technical support for the Service.
23.11. We shall use reasonable efforts to provide a facility to enable the Wholesale Customer to comply with its legal obligations in respect of the porting of telephone numbers on the request of its customers. We will not charge the Wholesale Customer for requests for number portability from us to another communications provider within the ordinary course of business, where the Wholesale Customer’s customer has requested to transfer their service from the Wholesale Customer to another communications provider. The Wholesale Customer shall not use, or attempt to use, these number portability facilities other than on the specific request of the relevant customer; or to move telephone numbers to another communications provider, where the Wholesale Customer remains part of the supply chain to the customer.
23.12. The Wholesale Customer is fully liable to us for all actions relating to its account, including action or inaction by its customer, end users or other third parties, and including all charges incurred, irrespective of whether the Wholesale Customer authorised or was aware of such action or inaction.
23.13. For the avoidance of doubt, the Wholesale Customer is responsible for, and agrees to pay in full for, any charges incurred by it and its customers and end users. All sums due to us under this Agreement shall be paid in full by the Wholesale Customer by the due date, notwithstanding that the Wholesale Customer may not have received payment from its customers or end users and any dispute between the Wholesale Customer and its customers or end users regarding billing is the sole responsibility of the Wholesale Customer.