Voop Platform Agreement
Last updated
Oct 9, 2024
[UK Customers]
This Platform Services Agreement includes this introduction, the General Terms, the data processing agreement at [link] ("Data Processing Agreement") and other terms and policies we make available on the Voop platform (the "Platform") (together the "Agreement") and forms a legal agreement between Voop Inc ("Voop Inc") and you (being the entity on behalf of which you sign up to the Platform) ("You" and "Your"). The provision of eSims and associated services is separately governed by any agreement You enter with Voop Wireless Limited ("Voop UK") (a "UK Telephony Agreement").
Voop UK is a party to this Agreement solely in connection with its providing sSim and telephony services under the UK Telephony Agreement (as Section 5.3 of the General Terms describes). For the avoidance of any doubt, Voop Inc does not provide you with any telephony services.
Each reference in this Agreement to “Voop” means Voop Inc, except to the extent that the reference relates to providing sSIM and telephony services, in which case “Voop” means Voop UK.
This Agreement governs your use of the platform at voop.com (Platform). You must not use the Platform unless you have an active UK Telephony Agreement [or an active telephony agreement with another subsidiary of Voop]..
This Agreement is effective upon the date you first access or use the Platform (“Effective Date”) and continues until you or Voop terminates it (this period, the “Term”).
General Terms
You and Voop agree as follows:
1. Your Voop Account.
1.1 Eligibility
Only businesses (including sole proprietors) and non-profit organisations located in the United Kingdom are eligible to apply for a Voop Account in conjunction with a UK Telephony Agreement and use the Platform.
Voop and its related entities may provide telephony services to you or your Affiliates in other countries or regions under separate agreements.
You and your Representative must not attempt to create a Voop Account on behalf of or for the benefit of any user whose use of the Voop services was suspended or terminated by Voop, unless Voop approves otherwise.
1.2 Representative.
[NAME as provided at signing] is your account owner with Voop.
You confirm that your account owner is (a) duly authorised to provide information on your behalf and to sign this agreement for you; and (b) a senior person in your organisation such as a director or senior manager.
Voop may require you or your account owner to provide additional information or documentation demonstrating your account owner’s authority.
1.3 Establishment
As part of the registration process, You will identify an administrative user name and password for Your Voop Account to be held and managed by the account owner on Your behalf. Voop reserves the right to refuse registration of, or at any time to cancel passwords it deems inappropriate.
2. Services and Support.
2.1 Services.
Voop (and its Affiliates, as applicable) will use commercially reasonable efforts to make available to you the Platform and will give you access to a Voop Dashboard on the Platform.
Voop will provide You with reasonable technical support services in accordance with Voop’s standard practice from time to time.
2.2 UK Telephony Agreement; Order of Precedence.
The UK Telephony Agreement contains specific terms governing the parties’ rights and obligations related to the Services described in those UK Telephony Agreement.
By accessing or using the Platform or the Voop UK telephony services, you agree to comply with the UK Telephony Agreement and any other applicable agreement.
If any term in these terms conflicts with a term in any UK Telephony Agreement or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the UK Telephony Agreement; (b) these terms; and (c) all terms incorporated by reference into this Agreement.
Your access to or use of the Platform and the Telephony Services may also be subject to additional terms to which you agree through the Voop Dashboard.
2.3 Service Modifications and Updates.
Voop may modify the Services and Voop Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Voop will notify you of material adverse changes in, deprecations to, or removal of functionality from, the Platform or Services you are using. Voop is not obligated to provide any Updates. However, if Voop makes an Update available, you must fully install the Update by the date or within the time period stated in Voop’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
2.4 Subcontracting.
Voop may subcontract its obligations under this Agreement to third parties.
2.5 Services Restrictions and Responsibilities.
2.5.1 You may only use the Services for business purposes.
2.5.2 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform or the Telephony Services (Software); modify, translate, or create derivative works based on the Platform and Telephony Services or any Software (except to the extent expressly permitted by Voop or authorised within the Platform or Telephony Services); use the Platform and Telephony Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or remove any proprietary notices or labels. In the event that as part of the Platform and Telephony Services Voop distributes or provides Software to You for use on Your premises or devices, Voop hereby grants to You a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only in connection with the Platform and Telephony Services.
2.5.3 You represent, covenant, and warrant that You will use the Platform and Telephony Services only in compliance with Voop’s standard policies published on Voop’s website (Policies) and then in effect and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Voop against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged breach of the foregoing or otherwise from Your use of the Platform and Telephony Services. Voop reserves the right to monitor Your use of the Platform and Telephony Services and may prohibit any use of the Platform and Telephony Services it believes may be (or alleged to be) in breach of the foregoing or of any of its Policies.
2.5.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Telephony Services. You shall also be responsible for maintaining the security of Your equipment, Your Voop Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your Voop Account.
2.5.5 In relation to your Platform Users You will ensure that each Platform User shall keep a secure password for his use of the Platform and Telephony Services, that such password shall be changed no less frequently than THREE MONTHLY and that each Platform User shall keep his password confidential.
2.5.6 You shall not access, store, distribute or transmit any viruses, or any material during the course of Your use of the Platform and Telephony 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; and Voop reserves the right, without liability or prejudice to its other rights to You, to disable Your access to the Platform and/or the Telephony Services.
3. Confidentiality; Proprietary Rights; Data Protection
3.1 Each party (the Receiving Party) understands that the other party (the Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as Proprietary Information of the Disclosing Party). Proprietary Information of Voop includes non-public information regarding features, functionality and performance of the Platform and/or Telephony Services. Proprietary Information of You includes non-public data provided by You to Voop to enable the provision of the Platform and Telephony Services (Customer Data). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Platform and Telephony Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Voop owns and retains all right, title and interest in and to (a) the Platform and Telephony Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Platform and Telephony Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 The data processing agreement at [link] sets out how Voop and Voop UK process personal data on Your behalf and the privacy notice at [link] sets out how Voop and Voop UK deal with personal data as controllers.
4. Fees And Payment
4.1 Voop Inc does not at present charge for the use by You of the Platform but reserves the right to introduce paid for services and add-on features in future.
4.2 You will pay Voop UK the applicable charges under the UK Telephony Agreement (and any other charges payable to any other Voop affiliate or related party as applicable from time to time.
4.3 In the event that You do not pay any charges by the due date for payment, Voop shall be entitled (without prejudice to any other rights or remedies of Voop including the right to sue for payment) to suspend Your use of the Platform and the Telephony Services including access to any voop.com, your Voop Account and Dashboard until payment is received.
5. Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement continues unless and until either party terminates the same by notice of at least ninety (90) days.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for all Services up to and including the last day on which the Services are provided. Upon any termination, Voop will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter Voop may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty And Disclaimer
Voop shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform and Telephony Services in a manner which minimises errors and interruptions in the Platform and Telephony Services and shall perform the Platform and Telephony Services in a professional and workmanlike manner. Platform and Telephony Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Voop or by third-party providers, or because of other causes beyond Voop’s reasonable control, but Voop shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, VOOP DOES NOT WARRANT THAT THE PLATFORM AND TELEPHONY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM AND TELEPHONY SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND TELEPHONY SERVICES ARE PROVIDED “AS IS” AND VOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Limitation Of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, (AND EXCEPT FOR ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED UNDER THE LAWS OF THE STATE OF NEW YORK), VOOP AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OR LEGAL BASIS: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, PLATFORM AND TELEPHONY SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND VOOP’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO VOOP FOR TELEPHONY SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Third Party Providers
8.1 You acknowledge that the Telephony Services may enable or assist You to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that You do so solely at your own risk. Voop makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Voop. Voop recommends that You refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Voop does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Telephony Services.
8.2 You and Voop may from time to time agree that Voop will provide services which integrate or seek to integrate with other software services used by You, or with Your own proprietary software. In that event, Voop will use all reasonable endeavours to provide and maintain such integration but shall have no responsibility in the event of changes in the integration or in such other software or software services.
9. Miscellaneous
9.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2 This Agreement is not assignable, transferable or sublicensable by You except with Voop’s prior written consent. Voop may transfer and assign any of its rights and obligations under this Agreement without consent.
9.3 This Agreement constitutes the entire agreement between You and Voop and replaces any previous agreement between you and Voop regarding your use of the Platform.
9.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement.
9.5 You confirm and acknowledge that you do not have any authority of any kind to bind Voop in any respect whatsoever.
9.6 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
9.7 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8 This Agreement (but not the UK Telephony 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 construed in accordance with law of the state of New York. Each party irrevocably agrees that the courts in the state of New York 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).
9.9 You consent to being named as a customer of Voop and to provide business references for Voop upon request.