POSH VIRTUAL RECEPTIONISTS UK
LIMITED SERVICES TERMS AND CONDITIONS
Your attention is particularly drawn to the provisions of paragraph 12 (Limitation of Posh’s liability).
1. ABOUT US. Posh Virtual Receptionists UK Limited (company number 13732760) (“Posh”, “we”, “us” and “our”) is a company registered in England and Wales and our registered office is at Suite A First Floor, 3 Forbury Place, Reading, Berkshire, England, RG1 3YL. Our VAT number is 405 0189 31. We operate the website https://posh.com/en-uk/.
2. CONTACTING US. To contact us, telephone our customer Services team at 020 3376 6020 or email us at [email protected]. How to give us formal notice of any matter under the Contract is set out in paragraph 16.
3. SERVICES. Posh has issued these Services Terms and Conditions (“Terms”). Posh provides virtual receptionist Services (“Services”) to users of the Services (“Customer”).
4. OUR CONTRACT. These Terms apply to the Order (as defined at paragraph 7) by you and supply of the Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
5. ENTIRE AGREEMENT. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
6. YOUR COPY. You should print off a copy of these Terms or save them to your computer for future reference.
7. ORDER. The Customer’s order for Services as set out in the Customer’s order form which is provided to the Customer by email (“Order”) constitutes an offer by the Customer to purchase the Services in accordance with these Terms.
8. ACCEPTANCE. Our acceptance of your Order takes place when we send an email to you to accept it, at which point and on which date the Contract between you and us will come into existence and commences. The Contract will relate only to those Services confirmed in the Order. These Terms will remain in effect at all times the Customer receives the Services from Posh. If the Customer does not agree with any of these Terms, it may notify Posh immediately with a cancellation request in accordance with paragraph 10 so that the Contract may be terminated. If the Customer does not provide Posh with a cancellation request but continues to use the Services provided by Posh, the Customer shall continue to be bound by the Contract. You acknowledge and agree that Posh may make changes to the Services or these Terms and Conditions at any time and that you will be bound by such changes if you continue to use our Services.
9. CHARGES FOR SERVICES. Charges for the Services are as agreed between Posh and the Customer. We charge you a fixed plan rate for a certain number of receptionist minutes per month. Additional minutes used over and above the applicable plan number are charged on a per-minute basis for the time that the receptionist is engaged on a call. The Services usage is measured and billed in 30-second increments and call times are rounded up to the next 30-second increment. For example, if a call is 110 seconds long, it will be billed as 120 seconds. For inbound calls, usage of the Services is calculated starting from the time the receptionist receives the call and ending when a receptionist transfers the call through to someone, or to voicemail, or otherwise disconnects because the call is over, as well as anytime a receptionist spends completing any information on a customer’s call after the caller has hung up. The Customer is responsible for paying all charges and fees for the Services provided by Posh, in accordance with any payment terms set forth in the Order. Posh reserves the right to change its charges or pricing plans or adjust pricing for the Services or any components thereof in any manner and at any time, subject to providing the Customer with no less than 21 days prior written notice of the same. If you use the Assist feature to request us to make an outbound call for you, we calculate your receptionist minutes based on the full duration our receptionist is working on your request. This includes the time the receptionist spends reviewing your request, the duration of the outbound call(s), and the time spend providing you with a follow-up text or email notifying you of the details of the calls. You may request an increase or decrease of your plan type at any time. Changes to your plan type will become effective at the start of the next billing period, unless a future billing period is specifically requested in writing.
10. TERM & CANCELLATION. The Contract shall automatically continue from month-to-month until Posh receives a written request (to our email address specified at paragraph 2 above) of at least 14 days’ notice to cancel the Services from the Customer. Upon receipt of such notice, the Services will be canceled as of the last day of the Customer’s then current billing cycle, unless a later date is specifically requested by the Customer in writing. Posh reserves the right to terminate the Contract on giving not less than 14 days’ written notice. The Services may be discontinued earlier and without any written notice if Posh determines in its sole and absolute discretion, that continuation of the Services will adversely affect services to other customers, that the Customers’ advertising causing extreme fluctuations in call volume that adversely affects services to other customers, that the Customer or its callers are abusive, disrespectful, or otherwise inappropriate to Posh personnel, that the Customer is in violation of any rules of The Office of Communications (OFCOM), that a request from the Customer or its callers constitutes or otherwise relates to fraudulent or otherwise illegal activity or to a sexual or otherwise potentially illicit encounter, the credit information furnished to Posh by the Customer is inaccurate or that the Customer is otherwise in breach of these Terms. The Customer authorises Posh to furnish any information Posh has concerning the Customer to law enforcement, collection and credit agencies. The Customer consents to Posh’s response to any subpoena, court order, or other court authorised request for information served upon it without necessity to contest the request on any grounds.
11. NO WARRANTIES. Posh makes no representation or warranties of any kind or nature, expressed or implied, as to any matter whatsoever in connection with the services or relating to the availability, quality, reliability, suitability, timeliness, truth, accuracy or completeness of the services. The Customer’s use of the Services is at its own risk. To the maximum extent permitted by applicable law, the Services are provided to you on an “as is,” “as available” and “where-is” basis with no implied warranty of merchantability, fitness for a particular purpose, or non- infringement of third-party rights. Posh does not warrant that the Services will meet all of your requirements or that its operations will be uninterrupted or error free. No oral or written information, representation or advice given by posh or any representative of posh shall create a warranty without being in writing signed by posh reflecting the creation of that warranty.
12. LIMITATION OF POSH’S LIABILITY.
- Notwithstanding any other provision of these Terms or any agreement between Posh and the Customer, except as provided in the next paragraph, in no event shall Posh be liable for any direct, indirect, special, consequential or punitive damage or loss of business caused directly or indirectly by any failure, omission, error, delay or interruption, including but not limited to (1) mobile phones or any inadequacies thereof for any purpose, or (2) by the use or inability to use the Services or from the failure to take and transmit any message or from the failure to receive an accurate message or from the failure to receive any message at all, or (3) by the interruption or suspension or cancellation of the Services or (4) failure to discontinue the Services after the Customer or Posh cancels the Services. Posh is not responsible or liable for failure of telephone and satellite communications or wireless carriers which provide the Services links and other elements of the Services.
- Posh shall have no liability unless notice of the Customer’s claim is given to Posh in writing within fourteen (14) days of the date of the problem occurring.
- Posh’s liability at all times shall be limited to a credit adjustment equal to the Customer’s pro-rated monthly Services charged for the period during which the liability arose, to a maximum of fifteen (15) days or £500.00, whichever is less.
13. INDEMNIFICATION. The Customer shall indemnify Posh, its officers, directors, employees and agents against any loss, cost, damage or expense, including but not limited to legal and professional fees relating to or arising out of the Customer’s use of any Services.
14. CREDIT CARD USE AND AUTHORISATION. The Customer shall maintain a valid payment method on file with Posh. Upon receipt of a Posh invoice, the Customer expressly authorises Posh to charge any amount that the Customer may owe for the Services including but not limited to outstanding monthly Services fees, base rate, usage rates and taxes.
15. DEFAULT / NON PAYMENT / RECONNECT FEES If the Customer defaults in payment of any sum due to Posh or in the observance of any term hereof, and Posh is unable to charge the payment method on file, Posh may without incurring any liability notify the Customer either by telephone, in writing or transmitted message, that their Services will be temporarily discontinued. The Customer shall pay Posh all amounts hereunder, plus interest on outstanding amounts at the rate of 1.5% per month (or the maximum allowed by law), plus late charges, collection agency and legal fees and expenses, court costs, and other expenses incurred in recovering such sums owing. Acceptance by Posh of any payment that is less than the sum due hereunder shall not constitute a release or an accord or satisfaction for any greater sum due, or to become due, regardless of any endorsement or restriction. The Customer agrees to pay a reconnect fee determined by Posh at its discretion for reinstatement of a suspended account. All past amounts owing must be paid and current. Posh reserves the right to refuse reinstatement of any suspended account.
16. NOTICES. The Customer shall provide Posh with valid contact information for communication by email, phone and post and Posh may use that contact information to communicate with the Customer about the Services. The Services announcements or administrative communications may be communicated by email, phone, post or other means. Any notice by post shall have been deemed given five (5) business days after the same is placed in the postage prepaid, and addressed to the party at its address provided to Posh.
17. EVENTS OUTSIDE OUR CONTROL.
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, including failures in third party telephone, satellite or wireless carriers which provide service links and other elements of the Services, scheduled and emergency maintenance, atmospheric conditions and other uncontrollable interferences (“Event Outside Our Control”).
- If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will notify you of the date on which we expect to resume performance of the Services after the Event outside of our Control is over.
- You may cancel the Contract if it is affected by an Event Outside Our Control which has continued for more than 30 days, by giving us seven days written notice. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
18. NON-SOLICITATION. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
19. ACCESS NUMBERS. The Customer has no property rights to any of Posh telephone or ID numbers that Posh assigns to the Customer. Posh may assign, designate, or change such numbers when, in its sole discretion, it is reasonably necessary in the conduct of its business to do so, without liability to the Customer. The Customer shall hold Posh harmless and without liability should their telephone or ID number/s no longer be available.
20. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
21. MONITORING AND RECORDING. The Customer acknowledges and consents to telephone conversations into Posh receptionist centre being monitored and recorded for training and quality purposes.
22. PRIVACY AND HOW WE MAY USE YOUR PERSONAL INFORMATION.
- We will use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services; and
- inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
23. ASSIGNMENT AND TRANSFER. We may assign or transfer our rights and obligations under the Contract to another entity.
24. VARIATION. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
25. WAIVER. If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
26. SEVERANCE. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
27. THIRD PARTY RIGHTS. The Contract is between you and us. No other person has any rights to enforce any of its terms.
28. 28. DISPUTE RESOLUTION / ARBITRATION:
- any dispute, controversy or claim arising out of or relating to this agreement, including any question regarding its breach, existence, validity or termination or the legal relationships established by this agreement or any non-contractual claims (whether in tort or otherwise), shall be referred to and finally determined by arbitration under the UNCITRAL Arbitration Rules in force at the date of the Contract.
- it is agreed that:
- the tribunal shall consist of one arbitrator;
- in default of agreement on the arbitrator to be appointed, the appointing authority shall be the London Court of International Arbitration;
- the seat of the arbitration shall be London;
- the law governing this arbitration agreement shall be English law; and
- the language of the arbitration shall be English.