Terms and Conditions

General

These Terms and Conditions (“Terms and Conditions”, “Terms”) are between you (the “User”, “you” or “your”, “Customer”) and ADWConnect Ltd (“ADWConnect Ltd”, “ADWConnect”, “we”, “us” or “our”). This website (the “Website”) and ADWConnect’s networks, services, systems, web sites and products (collectively, the “Products and Services”, ”Services”, “Software”).

ADWConnect Ltd is a legal entity registered under the law of England and Wales with its registered number: 06432381.

Please read these Terms and Conditions carefully before accessing or using this website as they contain important information regarding your legal rights, remedies and obligations. Before accessing or using any part of this website, you have to agree and accept these terms and conditions. These Terms and Conditions apply to all users of this website. If you do not agree to all the provisions of these terms and conditions you may not access or use this website or any of the services, products provided by this website (“services”).

We reserve the right to update, amend or replace any part of these Terms and Conditions by posting updates and/or changes to this Website. We will notify you about any changes, amendments or modifications to these Terms and Conditions by means of on-screen notification. You may be required to read and accept to continue your use of this Website or Services. We also may notify you about any changes, amendments or modification to this Privacy Policy, Terms and Conditions or Cookie Policy by email.

Accessing the Website

This Website, Services or Software may only be used by natural persons, companies or other legal entities who have the legal capacity to enter into legally binding contracts under the law applicable in their country of residence. By agreeing to these Terms and Conditions, you represent that you are of legal age in your country of residence. You may not use this Website and/or any of our products and services provided by this Website for any illegal or unauthorised purpose.

Accuracy, completeness, and timeliness of information, services, software.

ADWConnect may provide information about or links to third party websites or services on this Website or may run third party advertisements or promotions on this Website. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions. All the information presented on this Website, Services or Software are provided by us to you without any warranties or guarantees. Any warranties or guarantees may be implied only by law and to extend permitted by law. In particular, ADWConnect does not guarantee the accuracy, reliability, performance of completeness and/or suitability of any information, services and/or products provided by us to you through this Website.

We will use our best efforts to ensure you that any information placed on this Website is obtained from the resources which are likely to be reliable. ADWConnect has no obligation to update any information on this Website and does not guarantee either completeness or accuracy of such information. ADWConnect shall not be responsible for any use or interpretation of such information.

All the information placed on this Website is provided exclusively for your guidance and should not be relied upon or used as the sole basis for making decisions. Your use of any information presented on this Website, Services or Software is solely at your own risk.

Modifications to the service and prices

Availability of Services and prices for such Services are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.  

Optional tools

We may provide you with access to optional third-party tools (“third party tools”, “optional tools”) over which we neither monitor nor have any control. You acknowledge and agree that we provide access to such optional tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional tools. Any your use of optional tools offered through this Website is entirely at your own risk and discretion and you should ensure that you have read, understood and accepted the terms on which optional tools are provided by the relevant third-party provider(s) before using them.

Third-party links

Certain content, products, and services available through this Website may include materials from third-parties. Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating any third party content or its accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to such third-party.

User comments, feedback, and other communications

Any communications through the Website, including your comments, feedbacks, other information, questions or suggestions (“User Communications”) will be treated as non-proprietary and non-confidential.

ADWConnect reserves the right and may use User Communications in any way and on its sole discretion on the Website with no liability or obligation to you.

We may monitor any User Communications for the security purposes. We shall not be responsible for any costs, damages, expenses or any other liabilities incurred as a result of its monitoring activities.

We may, but have no obligation to, monitor, edit or remove any User Communications that we determine unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or such that violates these Terms and Conditions or any third party rights.

You agree that your comments or any other communication shall not violate any right of any third party (including without limitation copyright, trademark, privacy, personality or other personal or proprietary rights). You also agree that your comments shall not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of this Website or related Services. You agree that you shall not use false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or any third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility for any comments posted by you or any third-party on this Website.

Personal data

ADWConnect processes information about you in accordance with its Privacy Policy. You have to accept our Privacy Policy before using this Website or any related Services.

Errors, inaccuracies, and omissions

Occasionally there may be information on our Website that contains typographical errors, inaccuracies or omissions that may relate to any information presented on this Website (including without limitation product descriptions, pricing, promotions or offers). We reserve the right but have no obligation to correct any errors, inaccuracies or omissions, and to amend or update information if any information on this Website at any time without prior notice.

Payment and charges

Unless stated on your order, all Services and equipment must be purchased via direct debit at the time of purchase. By providing a direct debit account, You are expressly authorising all Services and equipment charges and fees to be charged to such account. If you make a payment by a different method, we may refuse to accept it or charge an extra administration fee.

Subscription Charges shall be invoiced monthly in advance from the Service Start Date;

Charges in respect of professional services and training shown in the Detail Pricing shall be invoiced on or around the Service Start Date or such other date as ADWConnect shall notify You (but not before the Service Start Date);

Call Charges shall be invoiced monthly in arrears from the Service Start Date. Call Charges shall be calculated by reference to Your use of the Service as recorded by ADWConnect and not by reference to Your records;

Leased Equipment Charges shall be invoiced in accordance with the term of the respective leasing agreement or as otherwise agreed in writing;

Purchased Equipment Charges shall be invoiced on or around delivery of the Purchased Equipment; and

Any other Charges shall be invoiced as set out in the Price List or as otherwise agreed in writing.

Service use restrictions

We reserve the right to impose, change, remove, enable or disable certain restrictions on your use of our this Website, Services or Software. By accepting these Terms and Conditions you agree to following restrictions:

1.  Commercial use. When using our Services or Software you agree and represent that you purchase, use our Services, Software and/or the equipment for your internal use only. You agree that you may not to resell, transfer or make a change to the Services without the advance express written permission of ADWConnect. You shall not in any way interfere with other users, the services or equipment of the network or use the Services or Software in any way for (or as part of) any commercial service or application.

2.  Fair use. We designed our Services and Software, as well as our business service plans for normal, reasonable business use and consistent with the types and levels of usage by average customers. By average customers we mean without limitation natural persons, private entrepreneurs, small and medium businesses. Certain calling and messaging plans, including unlimited calling and messaging plans, are designed for normal use and are not intended to represent typical usage by organizations such as call centres, resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorised or excessive use beyond that normally experienced by typical, similarly situated business customers may cause extreme network capacity and congestion issues and interfere with ADWConnect network and the third party networks with which ADWConnect connects for call initiation and completion services. You agree that any your use of the Services, Software or any other action that causes a disruption in the network integrity of our Services or any third parties we cooperate with in course of rendering Services, whether directly or indirectly, is strictly prohibited and may result in termination of the Services.

3. Fair and reasonable use. ADWConnect reserves the right to review usage of unlimited usage plans to ensure that you are not abusing such plans. You agree to use any unlimited feature for normal voice, text message, data and/or facsimile related communications with aggregate usage that falls within the range of similarly situated business customers. By abusing the plan, we mean the usage which exceeds on a per month basis. Detailed terms can be found on the Fair Usage Policy. You also agree that you may not implement methods or use devices in order to take advantage of unlimited plans by using the Services excessively or for means not intended by ADWConnect. ADWConnect may terminate service immediately if it determines, in its sole discretion, you are abusing an unlimited minute plan.

4. Abusive usage. In order to determine whether your usage is abusive or not, we consider following aspects: a) number of calls made to a conference calling service during a month; b) number of calls terminated and re-initiated consecutively, which, in the aggregate, result in excessive call lengths during a specific time frame; c) number of text messages; d) number of inbound domestic toll free calling patterns during a month; e) other abnormal calling patterns indicative of an attempt to evade enforcement of reasonable use of Services. ADWConnect shall have a right but no obligation to transfer your service to a more appropriate plan. You agree that in cases where we consider your usage abusive we shall have a right in our own discretion to terminate your service and/or charge you additional fees.

Prohibited uses

In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using this Website, Services or Software in the following ways:

• To use the Website, Services or Software to encourage any illegal, abusive, or other activities that interfere with the business or activities of ADWConnect.
• To use attempt to bypass or break any security mechanism on the Website, Services or Software or use the Website, Services or Software in any other manner that poses a security or service risk to ADWConnect or any of its users.
• To reverse-engineer the Website, Services or Software in order to find limitations, vulnerabilities, or evade filtering capabilities.
• To use the Website, Services or Software in any manner that may subject ADWConnect or any third party to liability, damages, or danger.
• To launching or facilitate, whether intentionally or unintentionally, a denial of service attack on the Website, Services or Software or any other conduct that adversely impacts the availability, reliability, or stability of the Website, Services or Software.
• To transmit any material that contains viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs.
• To use the Website, Services or Software in any manner that violates: industry standards; any third party policies including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association, or any other accepted industry associations, carrier guidelines (or any similar or analogous industry standards, third party policies or requirements in any other jurisdiction).
• To engage in any unsolicited advertising, marketing or other activities, including any activities that violate anti-spam laws and regulations including without limitation the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction).
• To use the Website, Services or Software in connection with any unsolicited or harassing messages (commercial or otherwise) including unsolicited or unwanted phone calls, SMS or text messages, voice mail, or faxes.
• To use the Website, Services or Software to harvest or otherwise collect information about others, including email addresses or phone numbers.
• To use the Website, Services or Software to engage in or in connection with fraudulent activity.
• To violate or facilitate the violation of any local, state, federal, or foreign law or regulation, including laws and regulations regarding the transmission of data or software.
• To participate in, encourage, or promote any activity prohibited under this Terms and Conditions or Privacy Policy.
• To use the Website, Services or Software to transmit any material that infringes the intellectual property rights or other rights of third parties.
• To use the Website, Services or Software to transmit any material that is, facilitates, or encourages libellous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material that ADWConnect reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category.
• To create false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call.
• To use the Website, Services or Software or any of their component in any manner not authorised by ADWConnect.

By accepting this Terms and Conditions you agree that the following minimum usage and call duration requirements, which will be measured at the master account level on a calendar month basis, apply to your use of the Services and Software, and you understand that we will provide you with notice of any violation of these requirements and allow you 30 (thirty) calendar days to comply before taking any further action with your account in accordance with the Terms and Conditions:

• Each phone number must have at least 2 (two) transmissions, which transmissions may be in the form of an inbound or outbound call, or SMS message.
• No more than 10% of your outbound voice calls may be under 12 (twelve) seconds in duration.
• No more than 10% of your inbound toll-free voice calls may be under 12 (twelve) seconds in duration.
• No more than 10% of your inbound toll-free calls may be incomplete (i.e. unanswered).

Please be informed that phone numbers may be the subject to rules and/or restrictions imposed by telecommunication carriers or service providers. You agree that in order to comply with such rules and/or restrictions ADWConnect shall have a right to reclaim your phone numbers in case if your usage of such phone numbers is not adequate as realised by relevant telecommunication carrier or service provider.

The list of prohibited uses is provided by way of example and should not be considered exhaustive. All determinations related to violations of this Section will be made by ADWConnect in its sole discretion.

ADWConnect reserves the right to terminate your use of this Website, Service or Software at any time due to your performing of any of the prohibited uses or violation of these Terms and Conditions

Metered usage

Please be informed that while using our Services or Software the additional usage charges may apply to certain categories of calls (including without limitation international calls or calls to Alaska or Hawaii). Generally, the such additional usage charges apply to calls forwarding from auto attendants to an outside number; calls to a queue; conference bridge calls. Such calls will be charged at the up-to-date rate established by ADWConnect. Metered usage is billed in full-minute increments, and actual usage is rounded up to the next full-minute increment at the end of each call for billing purposes. Some of Services may be unavailable for certain categories of calls (including without limitation international calls, calls to Alaska or Hawaii).

Phone number portability

Number Transfer on Service Activation

This section shall apply in case if you do not utilize a new phone number or numbers for the Services, but transfer existing phone number(s) which currently is(are) subscribed to a carrier other than us to ADWConnect.

You hereby authorise ADWConnect to notify your current local telephone company or other service provider of your decision to switch local, local toll and long-distance services to ADWConnect and represents that you are authorised to take this action.

You agree (a) that the porting of your numbers requires your provision of specific, detailed and accurate information to ADWConnect and other service providers (as applicable); (b) that numbers may not be ported in or ported out unless such information matches the information on record with ADWConnect or other service providers (if any). The completion of a port request is dependent upon these and other factors which may be outside our control. Please note that ADWConnect is not responsible for delayed or incomplete ports. Any failure to provide any information requested by ADWConnect or the third-party service provider will eventually delay the porting of the number to ADWConnect. ADWConnect will not provide credit for any such delays.

You agree that if the Services or Software are set up prior to the date that the number transfer becomes effective (“Port Effective Date”), you may only be able to make outgoing calls using the Services. In order to receive incoming calls, you should keep another phone connected to the existing phone number until the Port Effective Date, after which you will be able to both make and receive calls using the Service.

You agree that if the activation date for Services has not occurred as of the Port Effective Date, your existing phone service for the number being transferred may be disconnected and you may have no service for that number. In order to avoid an interruption in your phone service, Services must be activated prior to the Port Effective Date. ADWConnect will notify you about estimated Port Effective Date via e-mail.

Ported Telephone Numbers Upon Cancellation

Prior to request the new service provider port a number from us, you shall notify us of your intent to terminate the specific affected Services on your account. If you fail to notify us, we will continue to bill you Services we still provide to you. You acknowledge and agree that you will continue to be responsible for all the charges and fees associated with the remaining Services on your account. You will not receive any refund or partial refund or any credits for any charges already billed to your account. You may be required to pay a porting out fee to us if 2 (two) or more numbers are being ported. The amount of porting fee shall not to exceed 25 (twenty-five) GBP or 50 (fifty) USD per number ported.

Number Transfer on Service Termination

ADWConnect or its providers may receive requests from other telephony providers (the “Requesting Party”) acting as agents on your behalf to port a telephone number currently assigned to you to a third party provider (“Port-Out”) after the activation date for Services.

ADWConnect will support all such requests and will cooperate with the Requesting Party to perform any Port-Out in accordance with its standard operating procedures taking into consideration Requesting Party’s reasonable directions.

Until the effective date of your Service usage termination (in accordance with these Terms and Conditions), you will: (a) remain our customer; and (b) be responsible for all charges and fees associated with your usage of our Services.

You hereby acknowledge and agree that you will not receive any refund or partial refund or any credits for any charges already billed to your account. ADWConnect assumes no liability for costs associated with any numbers that cannot be ported or that you choose not to port.

You hereby acknowledge that in the event of your account termination or cancellation, all telephone numbers associated with your account may be released. At the same time the cancellation of individual services that have associated telephone numbers will result in the release of such numbers. You acknowledge and agree that it is your responsibility to work with a third party provider to port out those numbers prior to your Service usage termination or cancellation of your account or termination of Services.

Consent and Electronic Submission

In certain cases, ADWConnect may permit you to submit documentation required to port numbers using a web-enabled user interface. You may withdraw your consent to submit your porting request electronically by contacting ADWConnect customer care service prior to our submitting the porting request to the carrier. Your consent to electronic submission applies only to the specific porting request you submit through web-enabled interface.

Facsimile Service

You hereby acknowledge, understand and agree that numbers assigned by us for our facsimile service cannot be ported to a new service provider without the assistance and cooperation of our underlying partner. ADWConnect will use commercially reasonable efforts to facilitate a port of a facsimile number which was ported on your behalf to us by another service provider. You may be required to pay a porting out fee to us. The amount of porting fee shall not exceed 25 (twenty-five) GBP or 50 (fifty) USD per number ported.

Telephone Numbers provided by ADWConnect

Telephone numbers provided by ADWConnect to you shall be leased and not sold. You will use numbers by ADWConnect on lease with the Services and on devices approved or prescribed by ADWConnect. You retain no rights in such numbers upon termination of Services. ADWConnect reserves the right to move, change or cancel numbers owned by us in our reasonable discretion.

Electronic Recording

We esteem and respect relevant federal, state and international laws governing the electronic recording of telephone conversations. ADWConnect is not liable for any illegal use of the Services. You agree that it is your responsibility to determine and comply in full with its own compliance obligations. No Services or products offered by ADWConnect are represented or warranted to comply with electronic recording laws. You agree that ADWConnect may, in its sole discretion, record any call between you and us for quality control purposes.

Review Use of Services

ADWConnect reserves the right to review and monitor your use of the Service for purposes of confirming compliance with these Terms and Conditions. ADWConnect may also review your security and anti-fraud protections for any of our Services or Software.

Software

Non-Exclusive License

Where ADWConnect provides you with the Software in connection with Services, ADWConnect grants to you a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to use the Software (the “License”). You may use the Software in object code form only and solely for the purpose of using the Services.

The License covers the appropriate use of the Software by you and by any of your employees or contractors (but only within the scope of their employment or services with you) and only in cases when you explicitly authorised such employees or contractors to use the Service. You agree that you shall be responsible for all uses of the Service as provided in these Terms and Conditions. The License commences upon ADWConnect acceptance of the Sales Order for the Service and terminates immediately upon the expiration or termination of these Terms and Conditions for any reason.

You shall return or delete all Software and any related written material, together with any copies, in its possession or under its control promptly upon the expiration or termination of these Terms and Conditions for any reason.

Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void and may result in termination by ADWConnect of these Terms and Conditions and the License. No other licenses or rights to the Software are granted or implied.

Upgrades and Modifications of the Software

ADWConnect reserves the right to upgrade the Software or discontinue support for earlier versions of the Software at any time.

End User Licenses

Certain our Software provided to you may contain third-party software (“Third-Party Software”), including open source software. The use of such Third-Party Software may be governed by separate copyright notices and license provisions, which may be found or identified in third party relevant documentation.

You agree that you shall comply with the Terms and Conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires or these Terms and Conditions is terminated for any reason.

Software Updates

You agree to implement promptly all fixes, updates, upgrades and replacements of Software and Third Party Software as directed by ADWConnect or by the third party providers of Third-Party Software. ADWConnect shall not be liable for inoperability of the Services due to your failure to timely implement the required changes.

Warranty

Disclaimer of warranties; limitation of liability

We do not guarantee, represent or warrant that your use of this Website, Services or Software will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of this Website or Services will be accurate or reliable. You agree that from time to time we may remove any Services for indefinite periods of time or cancel the Services at any time, without notice to you. You expressly agree that your use of, or inability to use, the Service is at your sole risk.

ADWConnect or its affiliated persons shall not be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of this Website or any of the Services. Where some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless ADWConnect and its affiliates (including without limitation parent companies, subsidiaries, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees) from any claim or demand made by any third party due to or arising out of your breach of these Terms and Conditions.

Severability

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

Termination

These Terms and Conditions are effective unless terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use this Website or any of Services. You also may terminate these Terms and Conditions by ceasing your use of this Website.

In cases when we know you have failed or we have grounds to consider you have failed, or we suspect that you have failed to comply with any term or provision of these Terms and Conditions, we also may terminate your use of this Website, Services or Software at any time without notice.

Entire agreement

Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver from such right or provision.

These Terms and Conditions and any policies or operating rules posted by us on this Website constitute the entire agreement and understanding between you and us. These Terms and Conditions govern your use of this Website an any of Services and supersede any prior agreements, communications and proposals, whether verbal or written between you and us (including without limitation any prior versions of the Terms and Conditions).

Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

Governing law

These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.

Any disputes relating to the creation, the execution and the suspension of the contractual obligations between the parties that cannot reach an amicable settlement will be subject to the courts of England and Wales.

Intellectual property

All materials published on this Website are protected by copyright laws and may not be reproduced, republished, distributed, transmitted or otherwise exploited in any manner without the express written permission of ADWConnect.

In the event you believe that any content posted on this Website infringes your copyright or other intellectual-property rights, please contact us at: hello@adwconnect.com

Contact details

If you have any questions or concerns about these Terms and Conditions feel free to contact us at any time via email: hello@adwconnect.com