UK Sales Terms
Last updated
Oct 9, 2024
UK Telephony Agreement applicable to Voop's services
Please read these terms carefully. Along with your Order they form the legal UK Telephony Agreement between us for your access to the Services.
In these terms we are Voop Wireless Limited (registration number 15759459 whose registered office is at Unit 205 16-16a Baldwins Gardens, London, England, EC1N 7RJ (Voop UK)) and we will refer to 'You' or 'Your' when defining your rights and obligations. We also refer to our parent company Voop Inc in relation to the Platform. Other terms are defined at clause 23.
Subscriptions and access to the Services
Subject to the following terms and conditions and completion of Your Order, Voop UK grants You a non-exclusive, non-transferable right while you have a valid Subscription:
to permit the Authorised Users (who we anticipate being Your administrators) to access the Services;
to permit Authorised Users to purchase eSims for use by End-Users (i.e. Your employees and consultants); and
to permit Authorised Users and End-Users to access the App when and to the extent available.
You undertake that:
You will not allow or suffer any User Subscription to be used by more than one individual End-User unless it has been reassigned in its entirety to another individual End-User, in which case the prior End-User shall no longer have any right to access or use the eSim or Services;
each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep this password confidential;
You shall not permit any eSims to be used by any person who is not currently Your employee or consultant; and
You shall notify Voop UK immediately You become aware that an End-User's device using an eSim has been lost or stolen; and
You shall ensure that an up-to-date list of current Authorised Users in maintained on the Voop Inc platform.
You shall, and shall ensure that your Authorised Users and End-Users comply with the Acceptable Use Policy.
If You become aware that any End-User's use of an eSim / Services breaches the Acceptable Use Policy or the terms of this agreement, You shall promptly notify Voop UK.
If You are in breach of clauses 1.3 or 1.4, or Voop UK otherwise becomes aware of the circumstance referred to above, then Voop UK may (but shall not be obliged to):
suspend or disable the relevant End-Users access to the eSim; and
suspend or disable the Customer Account and the relevant End-User Accounts,
for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to You or the relevant End-User.
If Voop UK becomes aware that any End-User's use of an eSim / Services breaches the Acceptable Use Policy or the terms of this agreement and determines that such breach may cause it to be in breach of its arrangements with its suppliers such that the provision of Services to other customers may be at risk, then Voop UK may immediately terminate this agreement on notice to You.
Notwithstanding any other provision in this agreement, if there is a Security Event, Voop UK may, without liability or prejudice to its other rights and without prior notice to You or any End-User, disable the Customer Account and any End-User Account until the relevant Security Event has been resolved. Voop UK shall endeavour to give You written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
You shall not:
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software used to provide the Services;
access all or any part of the Services in order to build a product or service which competes with the Services;
subject to 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;
attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 1.8; or
introduce, or permit the introduction of, any Virus or Vulnerability into Voop UK's systems or the Services.
You shall:
use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Voop UK; and
comply with any further obligations identified on the Platform that governs use of the Platform / Services.
Services
Voop UK shall, during the Subscription Term:
provide the Services on and subject to the terms of this agreement; and
enable End-Users who You subscribe to the Services to use eSims
in each case in accordance with the type of plan that You have purchased.
Voop UK shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
planned maintenance (which Voop UK shall endeavour to notify You in advance;
unscheduled maintenance performed outside Normal Business Hours; and
a suspension of the Services where Voop UK reasonably believes that You / any of Your End-Users use of the Services:
poses a risk to Voop UK's or Voop Inc's systems; or
could adversely affect services that Voop UK or Voop Inc provides to other customers; or
could subject Voop UK or Voop Inc to liability to any third party.
From time to time Voop UK or Voop Inc may:
modify the Services in ways that do not materially and negatively impact on Your experience; and
make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to Your acceptance of further terms and conditions and incur additional charges,
and shall give You written notice of material modifications to the Services or any arrangements for access to the Platform and any such new features, functionality, applications or tools. Any modification to the Subscription Fees shall be addressed under clause 5.6.
Voop UK's obligations
Voop UK will endeavour to ensure that the provision of the Services reflects the description set-out on the voop.com website. Notwithstanding the foregoing, Voop UK:
does not warrant that:
the Your use of the Platform and Services will be uninterrupted or error-free; or
that End-Users will get network coverage everywhere and at all times; or
the Services will meet Your or any End-User's requirements; or
the Platform or the Services will be free from Vulnerabilities; and
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Your obligations
You shall:
provide Voop UK with:
all necessary co-operation in relation to this agreement; and
all necessary access to such information as Voop UK may require,
in order to provide the Services;
without affecting Your other obligations under this agreement, comply with all applicable laws and regulations, including any of those relating to the export of data and use of third parties' telecommunications infrastructure, with respect to its use of the Services, including eSims;
carry out all other matters that You are responsible for as set out in this agreement in a timely and efficient manner;
ensure that the End-Users use the Services in accordance with the terms and conditions of this agreement and You shall be responsible for breach of this agreement caused or contributed to by any acts or omissions on the part of any of Your Authorised Users who are granted access to the Platform or any End-User;
ensure that End-Users do not send unsolicited traffic to the networks they may access via eSims;
ensure that Your network and systems meet the required specifications notified by Voop UK from time to time; and
be solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to the Platform.
You acknowledge and agree that:
Voop UK may include the Your name or the Customer's Marks in a list of Voop UK's customers in any medium or in any link by which You may access the Services or Platform; and
Voop UK may refer to You, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.
Charges and payment
You shall pay the Subscription Fees to Voop UK for the User Subscriptions in accordance with this clause 5.
You shall on the Effective Date provide Voop UK valid, up-to-date and complete credit card details or approved purchase order information acceptable to Voop UK and any other relevant valid, up-to-date and complete contact and billing details and, if You provide debit or credit card details, You hereby authorise Voop UK to bill such card monthly in advance for all relevant fees and at the end of each billing period for any out of contract fees incurred.
If Voop UK has not received payment on the due date, and without prejudice to any other rights and remedies it may have:
Voop UK may, without liability to You, disable the Customer Account and password and Your access to all or part of the Services and Voop UK shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
shall be payable in pounds sterling; and
are exclusive of value added tax, which shall be added to Voop UK's invoice(s) at the appropriate rate.
If at any time while using the Services You exceed the agreed eSim plan(s) data limits, additional charges may apply as explained on the Website.
Voop UK shall be entitled to increase the Subscription Fees, upon notice to You on the anniversary of the Effective Date and at anytime to reflect any increase in the costs of third party supplies which underpin the provision of the Services.
Voop UK may also increase your Subscription Fees where you change Tier.
Proprietary rights
You acknowledge and agree that Voop UK and/or its licensors own all Intellectual Property Rights in the Services and App. This agreement does not grant You any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Services or App.
Data protection
Please see the Voop Data Processing Agreement at insert link for details of the personal data that we and Voop Inc process in providing the Platform / Services.
Confidentiality
The provisions of this clause shall not apply to any Confidential information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
the parties agree in writing is not confidential or may be disclosed.
Each party shall keep the other party's Confidential Information secret and confidential and shall not:
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 8.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 8.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, any relevant securities exchanges) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of this agreement.
Voop UK shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
The above provisions of this 8 shall survive termination of this agreement, however arising.
Indemnity
You shall defend, indemnify and hold Voop UK harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
the use of Customer's Marks in accordance with this agreement; or
Your (including any End-User's) use of the Services which shall be deemed to include any images or data transmitted by End Users (but excluding any liability arising solely from any claim that the technology Voop UK uses to provide the Services infringes any third party rights).
Limitation of liability
This clause 10 sets out Voop UK's and Voop Inc's entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You, Your Authorised Users or any End-User:
arising under or in connection with this agreement;
in respect of any use made by You, Your Authorised Users or any End-User of the Services or App or any part of them; and
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
Except as expressly and specifically provided in this agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;
Nothing in this agreement excludes the liability Voop UK:
for death or personal injury caused by Voop UK's negligence; or
for fraud or fraudulent misrepresentation.
Subject to clauses 10.2 and 10.3:
Voop UK shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or delay, loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
Voop UK's total aggregate 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 paid by You to Voop UK in the three months period immediately prior to the liability arising.
Term and termination
This agreement shall commence on the Effective Date and, unless otherwise terminated as provided in this clause 11, shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive Renewal Periods, unless:
either party notifies the other party of termination, in writing, at least 30 Days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this agreement.
You may terminate subscriptions for End-Users / eSims at any time via add link;
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 11.3.3 to 11.3.10 (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
On termination of this agreement for any reason:
the Services shall immediately cease;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination shall not be affected or prejudiced;
any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement, including clauses 23 (Interpretation), 7 (data protection), 8 (Confidentiality), 9 (Indemnity), clause 10 (Limitation of liability) and 11 (Term and termination), shall remain in full force and effect; and
any outstanding balance becomes immediately due and payable.
Force majeure
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations (other than an obligation to pay money) nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
Variation
Voop UK may update these terms and conditions from time to time and the then current version shall apply to any new order for Services following their publication date, and upon acceptance by You of the same via the Website.
Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire agreement
This agreement constitutes the entire agreement between the parties.
Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Assignment
You may not, without Voop UK's prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under this agreement.
Voop UK may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
The following terms have the following meanings in this agreement unless inconsistent with the context:
Acceptable Use Policy means Voop UK's policy that no party may use the Services to access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property;
agreement means your Order and these terms and conditions;
App means any phone app that Voop UK may make available from time to time;
Authorised Users means those of the employees of the Customer who are authorised by the Customer to access the Platform and use the Services;
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with the provision of the Services, including but not limited to:
the terms of this agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party; and
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing part;
Customer Account means the Your account with Voop UK in respect of the Services;
Effective Date means the date of this agreement;
End-User means any person employed by You who Voop UK permits to use an ;
eSim means a downloadable SIM profile being collectively the IMSI and other associated data and applications which are used to identify and authenticate subscribers on a mobile communication network;
Initial Subscription Term means the fixed period of time from the Effective Date that You initially subscribe for;
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks;
IMSI means International Mobile Subscribe Identity;
Marks means:
any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
any identifying slogans and symbols; and
any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b);
of a party to this agreement, whether or not registered;
Normal Business Hours means 9 am to 6 pm local UK time, each Business Day;
Order means the form that You will complete via the Platform (or App) to subscribe for the Services and order eSims;
Platform means Voop Inc's web-based platform through which customers may manage their Customer Account and undertake such further actions as described on the Platform;
Renewal Period means a successive period equal to the Initial Subscription Term or such other term as may be agreed, commencing on the day following expiry of the Initial Subscription Term;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers;
Security Event: means:
any unauthorised third party access to the Services or the Platform; or
any use of the Service by You, any Authorised User or any End-User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform, the Services or use of the Services by any of Voop UK's customers or any of that customer's users; or
any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) You, any Authorised User, or any End-User;
Services means the electronic communications services provided by Voop UK to You under this agreement via the Platform including the provision and use of eSims;
Subscription Fees means the subscription fees payable by You to Voop UK for the User Subscriptions, as set out in Your Order and as may be updated where additional Service Tier packages / eSims are ordered from time to time;
Tier means the service tiers described on the Website;
User Subscriptions means the user subscriptions purchased by You pursuant to 5 which entitle End-Users to utilise an eSim and where permitted access and use other elements of the Services in accordance with this agreement;
Virus means anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly; and
Website means voop.com.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
23.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
23.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
23.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
23.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
23.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
23.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
23.9 A reference to writing or written includes email.
23.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
23.11 In the event of any inconsistency the following hierarchy shall apply:
23.12 the terms set out in your Order; then
23.13 these terms and conditions; then
23.14 any schedule to these terms and conditions; then
23.15 any URL referred to in any of the above.
23.16 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.