These Terms and Conditions are effective on 13th March 2020 for all customers agreeing to these Terms and Conditions for the first time.
If you have previously agreed to a version of our Terms and Conditions before 13th March 2020 then we have sent you a notice that we have updated these Terms and Conditions, effective 13th March 2020. Now that we have notified you (and except as otherwise stated in the notice) please be aware that by continuing to use our Services after 13th March 2020, you are accepting these updated terms.
If you have a separate written agreement with Ciptex Ltd, then the updates to the Terms and Conditions will not apply to you.
As part of these updates, we have not changed your ability to use our services. You may continue to access your customer account and use our services as you always have.
Unless you work for a company that has negotiated a separate written agreement with us, these are the terms that apply to your use of our services.
In these Terms and Conditions (hereafter “Agreement” or “Terms”), “we,” “us,” “our” or “Ciptex Ltd” will refer collectively to Ciptex Ltd, Chancery House, 30 St. Johns Road, Woking, Surrey, GU21 7SA (Registered address), and its affiliates.
The terms “you,” “your” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the Services, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided. If you are registering for a customer account in order to use the Services on behalf of an organisation, then you are agreeing to these Terms for that organisation and promising to Ciptex Ltd that you have the authority to bind that organisation to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organisation). The exception to this is if that organisation has a separate written agreement with Ciptex Ltd covering the use of the Services, in which case that agreement will govern such use.
Please review these terms carefully. Once accepted, these terms become a binding legal commitment between you and Ciptex Ltd. If you do not agree to be bound by these terms, you should not click the “I accept” or “get started” button and you should not use the services.
When we refer to the “Services” in these Terms, we mean to include all products and services that Ciptex Ltd offers, and that you order under an Order Form or by using the Ciptex Ltd or One Payment Cloud customer account. This also includes our services provided to you on a trial basis or otherwise free of charge. Services may include products that provide both (a) the platform services, including access to any application programming interface (“API”) and (b) where applicable, connectivity services, that link the Services to the telecommunication providers’ networks via the Internet.
When we refer to the “Ciptex Ltd API” we mean an application programming interface for the Services (or feature of the Services) provided to you by us.
These terms might change. If they do, we’ll send you an email and let you know before we make any significant changes that impact you or your use of our Services. If you keep using our Services after you receive notice from us that the terms have changed, then that means you have accepted those changes and they will be binding on you.
Prior notice of changes: Ciptex Ltd may update these Terms and Conditions from time to time by providing you with prior written notice by email of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your account portal or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by Ciptex Ltd, updates will be effective upon the effective date indicated at the top of these Terms and Conditions. The updated version of these Terms will supersede all prior versions.
Your acceptance: Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.
Exceptions: Ciptex Ltd may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.
If you want to use our Services, you need to create a customer account. To create an account, you need to give us some information about yourself. The information you provide must be true and kept up to date.
You are responsible for anything that happens under each of your accounts, including anything the users of your application do while using your application, and that means even if someone fraudulently uses your account, you are responsible for those fees.
To use the Services, you will be asked to create a customer account. As part of the account creation process, you’ll be asked to provide your email address and verify that you’re a human being by providing a telephone number to which we’ll send you a verification code to enter into a form. Until you register for an account, your access to the Services will be limited to what is available to the general public. When registering for an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You may also create sub-accounts within each account. You must keep that information true, accurate, current and complete after you create each account.
You are solely responsible for all use (whether or not authorized) of the Services under your customer account(s) and any subaccount(s), including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application (“End Users”). You agree to take all reasonable precautions to prevent unauthorised access to or use of the Services and will notify us promptly of any unauthorised access or use. We will not be liable for any loss or damage arising from unauthorised use of your customer account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.
As part of the sign-up process Ciptex Ltd, may verify your personal and or company information with a third-party credit reference agency and other databases to verify your personal and company information to prevent fraud or money laundering. This will involve a soft search being placed on your credit file. We reserve the rights to carry out director credit checks if required. If the business is a start up with no credit history, we reserve the right to offer you amended terms which may include a deposit. We reserve the right to deny service in accordance to internal credit scoring criteria.
We want to make our Services available for you to use 24/7, but things happen that occasionally make our Services unavailable. We offer service credits if our Services don’t meet our Ciptex Ltd Service Level Agreement (SLA).
3.1 Provision of the Services. We will make the Services available to you in accordance with these Terms, the Documentation and any applicable Order Forms. The Services will comply with this Service Level Agreement (“SLA”), which may be updated from time to time. We will provide the Services in accordance with laws applicable to Ciptex Ltd.’s provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation and any applicable Order Form.
3.2 You may use the Services, on a non-exclusive basis, solely to: (a) use and make the Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy; (b) use the Services solely in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your affiliates to use the Services (subject to Section 8 (Affiliates)) pursuant to this Section 3.
We might have to use or disclose your data for one or more of the reasons below:
If we make reference to ‘law’ or ‘laws’ in these terms, we mean laws in the traditional sense, namely statutes, ordinances, and regulations.
4.1 Use of Customer Data
“Customer Data” consists of data and other information made available to us by or for you through the use of the Services under these Terms
Some “dos and don’ts” to keep in mind when using the Services:
5.1 Your Responsibilities
You will: (a) be solely responsible for all use (whether or not authorized) of the Services and Documentation under your account, including for the quality and integrity of Customer Data and each Customer Application; (b) use Services only in accordance with this Agreement, the Acceptable Use Policy, Documentation, Order Forms or other applicable terms relating to the use of the Services, and applicable laws; (c) be solely responsible for all acts, omissions and activities of your End Users, including their compliance with these Terms, Documentation, the Acceptable Use Policy, and any Order Forms or other terms of sales of the Services; (d) do your best to prevent unauthorised access to or use of the Services and notify Ciptex Ltd promptly of any such unauthorised access or use; (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (f) comply with the representations and warranties you make in Section 12 (Representations and Warranties) below.
5.2 Services Usage Restrictions
With regard to the Services, you agree that: (a) except to make the Services available to your End Users in connection with the use of each Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis; (b) you will not attempt to use the Services to access or allow access to Emergency Services (meaning, an official government-sponsored emergency telephone number (such as 999 in the United Kingdom or 112 in the European Union and other locations worldwide) which is used to dispatch professional emergency responders) unless the Service is expressly approved for Emergency Services; (c) you will ensure that the Services are used in accordance with all applicable law and third party rights; (d) you will ensure that we are entitled to use your Customer Data, as needed to provide the Services; (e) you will not use the Services in any manner that violates any applicable law; (f) You will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine; (g) you will not create multiple Customer Applications or Service accounts to simulate or act as a single Customer Application or Service account (respectively) or otherwise access the Service in a manner intended to avoid incurring fees; (h) except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Services.
5.3 Suspension of Services.
In addition to suspension of the Services for non-payment of fees as described in Section 10.3 (Suspension for Non-Payment), we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of these Terms, (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding, or (e) there is any use of the Services by Customer or End Users that in Ciptex Ltd.’s judgment threatens the security, integrity or availability of the Services. However, Ciptex Ltd will use commercially reasonable efforts under the circumstances to (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic); and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
We are always looking to innovate and make our services better, so our APIs and SLA may change over time. We will let you know in advance if any API changes aren’t backwards-compatible.
The features and functions of the Services, including the Ciptex Ltd API and our SLA may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those changes.
You have the choice to use our Beta Offerings. But you don’t have to. These are not generally available, and they may have bugs or defects. Also, we do not consider these to be “Services” under these Terms. So, we have no responsibility if something goes amiss. You understand that we don’t make any promises that Beta Offerings won’t have problems.
You understand that we will not be liable for any damages from your use of Beta Offerings.
From time to time, Ciptex Ltd may make Beta Offerings available to you at no charge. You may choose to try such Beta Offerings or not in your sole discretion. Ciptex Ltd may discontinue Beta Offerings at any time in our sole discretion and may decide not to make a Beta Offering generally available. For avoidance of doubt, such Beta Offerings are not “Services” under these Terms. “Beta Offerings” means services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by Ciptex Ltd.
Your affiliates (namely a parent company or a subsidiary that your own company controls) can use our Services, and you and your affiliates will both be responsible for everything that your affiliates do when they’re using our Services. That includes any violations of these Terms and Conditions. If your affiliate wants to bring a claim against Ciptex Ltd, then only you may bring that claim on your affiliate’s behalf. Of course, your affiliates can also accept our Terms and order their own Services.
Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. The term “control” means more than 50% ownership. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates are not permitted to purchase Services using the Terms and Conditions that you accepted. Instead your affiliates will need to accept the Terms themselves. If your affiliates use the Services under these Terms, then you and those affiliates will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.
This agreement does not constitute, a partnership between us. Neither of us has the right to commit the other to any obligation under this agreement.
9.1 Relationship. You and Ciptex Ltd are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Ciptex Ltd will be solely responsible for all of our respective employees and agents and our respective labour costs and expenses arising in connection with our respective employees and agents. You and Ciptex Ltd will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor Ciptex Ltd has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
9.2 You and Ciptex Ltd acknowledge and agree that the provision of or cessation of all or part of the Services at any time and any arrangements contemplated by this Agreement are not intended to constitute a relevant transfer for the purposes of the TUPE Regulations.
9.3 You and Ciptex Ltd agree that for the period of this agreement and for 12 calendar months following its termination it will not directly or indirectly induce or attempt to induce any employee of the other party who has been involved with this Contract to leave the employment of the other party. This does not prohibit the employment of any person recruited through an employment agency, if neither party nor any person connected with them has encouraged that agency to approach the relevant individual. nor the placing of a public advertisement for a post available to members of the public generally or the employment of any person who answers such an advertisement. Ciptex estimates the impact of a breach of this clause 9.3 would be one times the current gross annual salary of the personnel concerned. You accept that this is a reasonable estimate of the loss and agree to pay the same upon demand in the event of a breach. You may demand, and Ciptex Ltd may pay similar damages in the event of a breach by Ciptex Ltd. Nothing in this Clause 9.3 shall prejudice the right of the non-breaching party to seek injunctive relief.
You agree to pay the fees generated under your account(s). If you use our Services in violation of these terms and cause us to be fined or penalized, we will automatically bill you for it. You also agree to pay all applicable taxes. If you are exempt from paying any taxes, though, please let us know and send us proof.
You will pay us for any Services you use. If you pay by credit card, then you must make sure that you have topped your Ciptex Ltd account(s) up with sufficient funds to cover your monthly fees. If you do not have sufficient funds in your Ciptex Ltd account(s) to cover your monthly fees, then we may suspend our services.
If we approve you for invoicing, you agree to setting up a Direct Debit mandate and to pay all fees that you owe to Ciptex Ltd in UK Pounds (GBP), unless we agree to another currency in writing, no later than 14 days after the date of the invoice. You will be required to provide a returnable security deposit equal to an estimate of the likely monthly charges. We reserve the right to amend the deposit amount if the actual monthly costs differ by more than 10% from the estimated costs.
If you don’t pay on time, then we may send you a late notice & we may suspend our services. Please pay us on time. If we suspend our services to you for your non-payment, then we are not responsible for anything bad that might happen as a result.
If you ever think that we charged you the wrong amount and you want to dispute it, then let us know, in writing, within 60 days of billing date for the charge in question. You have to be reasonable when disputing an invoice. You must be acting in good faith and cooperating with us to resolve the problem.
10.1 Fees. You agree to pay fees in accordance with the rates listed on Our Site unless otherwise set forth in an order form or order confirmation between the parties (an “Order Form”).
Additionally, we will charge you, and you shall pay, in accordance with Section 10.3, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your use of the Services.
10.2 Taxes. Unless otherwise stated in an Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that are the subject of this Agreement. For purposes of this Section 10.2, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our tax department and our tax department has approved such exemption certificate. Such exemptions should be sent directly to email@example.com. If you are exempt from VAT or GST, then it is your responsibility to provide your VAT or GST registration number to us. If you provide us an exemption certificate or your VAT or GST number after you have paid Taxes, then we will provide, upon your written request, a credit to your customer account for Taxes previously paid for up to a period of three (3) months from the date of receipt of your written request. If for any reason a taxing jurisdiction determines that you are not exempt from any such exempted Taxes and then assesses us such Taxes, you agree to promptly pay to us such Taxes, plus any applicable interest or penalties assessed.
Should you be required by applicable law to withhold any tax from any payment owed to us, then you may provide us with an exemption certificate or similar document to reduce or eliminate any such withholding. Upon receipt of such certificate or document, you shall thereafter reduce or eliminate, as the case may be, such withholding. You shall provide us with documents evidencing your payment of any such withheld Tax to applicable tax authorities.
10.3 Payment Terms. You will make all of the payments due hereunder in accordance with the following applicable payment method:
10.3.1 Credit Card Payment Terms. If you elect to pay via credit card, then you are responsible for either (a) enabling auto-recharge on your customer account(s) or (b) ensuring that your customer account(s) has a sufficient positive balance to cover all fees due. If, for any reason, you have a negative balance on your customer account(s), then we reserve the right to suspend the Services.
10.3.2 Direct Debit Invoicing Payment Terms. If you elect to pay via direct debit, receive invoices and pay in arrears and we approve you for the same, then invoices will be sent to you via email as a PDF on a monthly basis. Payment will be requested via the direct debit mandate and payment collected on all of the undisputed fees hereunder within fourteen (14) days of the date of the invoice. Unless you and Ciptex Ltd agree otherwise in writing, all undisputed fees due pursuant to these Terms are payable in GBP, unless otherwise agreed to between the parties in writing. Payment obligations can’t be cancelled, and fees paid are non-refundable. If you are overdue on any payment of undisputed fees and fail to pay within ten (10) business days of a written notice of your overdue payment, then we may assess, and you must pay a late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less. Following the notice of non-payment, we may also suspend the Services until you pay the undisputed fees due plus any late fees.
10.3.3 Security Deposit. Immediately upon creation of a Customer Account, you will be required to provide a refundable security deposit equal to an estimate of your average monthly spend. This deposit will be calculated based on a 40 hour working week, applied to time based services as itemised on the Order Form. The Security Deposit will be reviewed and adjusted if required every 3 months based on actual invoicing in the preceding period. If an increase is required, we will provide 14 days’ notice and request the balance via direct debit. If a decrease is required, we will notify you and transfer the excess balance to a bank account of your choice. Upon termination of this agreement, the security deposit will be returned to you, less any outstanding balance due under the terms of this agreement
10.3.4 Suspension for Non-Payment. If we suspend the Services pursuant to this Section 10.3, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any such suspension.
10.4 Fee Disputes. If you are disputing any fees or Taxes, you must act reasonably and in good faith and you must cooperate diligently with Ciptex Ltd to resolve the dispute. You must notify us in writing if you dispute any portion of any fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within sixty (60) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.
11.1 General. As between you and Ciptex Ltd, we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and all anonymized or aggregated data resulting from use and operation of the Services (such as but not limited to volumes, frequencies, or bounce rates) and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). As between you and Ciptex Ltd, you exclusively own and reserve all right, title and interest in and to each Customer Application, Customer Data and your Confidential Information.
11.2 Suggestions and Contributions. We welcome your Contributions about the Services. But please know that by submitting Contributions you agree that: (a) we are not under any obligation of confidentiality with respect to your Contributions; (b) we may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way; (c) we own your Contributions; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Contributions.
11.3 Use of Marks. You grant Ciptex Ltd the right to use your name, logo, and a description of your use case to refer to you on Ciptex Ltd.’s website, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.
11.4.1 "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
11.4.2 Use and Disclosure. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are legally bound to keep such information confidential consistent with the terms of this Section 11. Ciptex Ltd may disclose the terms of any Order Form or other purchase of Services to its affiliates, legal counsel and accountants without your prior written consent, and Ciptex Ltd will remain responsible for its affiliate’s, legal counsel’s or accountant’s compliance with this Section 11 (Confidentiality). Notwithstanding the foregoing, (x) Ciptex Ltd may disclose the terms of this Agreement and any applicable purchase transaction to a subcontractor to the extent necessary to perform Ciptex Ltd.’s obligations under this Agreement, and (y) Ciptex Ltd may use and disclose your Confidential Information as necessary to provide the Services, including as set forth in the Data Protection Addendum, and in each case of (x) and (y) under terms of confidentiality materially as protective as set forth herein.
11.4.3 Compelled Disclosure. Ciptex Ltd may disclose your Confidential Information if so required pursuant to a regulation, law or court order. We will give you notice of the compelled disclosure (to the extent legally permitted). You will cover our reasonable legal fees for preparation of witnesses, deposition and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which you are a party or to the extent fees are incurred in connection with reasonable assistance we provide to you in connection with your efforts to contest disclosure.
11.5 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 11 and that, in the event of an actual or threatened breach of the provisions of this Section 11, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
12.1 Representations and Warranties.
12.1.1 Recordings and Communications Monitoring. You represent and warrant that if you record or monitor telephone calls, SMS messages, or other communications using the Services, then you will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify us and our affiliates in accordance with the terms of Section 13 (Mutual Indemnification) for claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding such recording or monitoring of telephone calls, SMS messages, or other communications using the Services.
12.1.2 Customer Data. You represent and warrant that you have provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 4 (Our Use of Customer Data).
12.1.3 Services. We represent and warrant that the Services will perform materially in accordance with the applicable Documentation. Ciptex Ltd.’s sole obligation, and your sole and exclusive remedy, in the event of any failure by Ciptex Ltd to comply with this Section 12.1.3 will be for Ciptex Ltd to, at Ciptex Ltd.’s option, re-perform the affected Services or refund to you the fees you actually paid for the affected Services.
12.2.1 General disclaimer. Without limiting a party’s express warranties and obligations hereunder, and except as expressly provided herein, the services are provided “as is,” and Ciptex Ltd makes no warranty of any kind, whether express, implied, statutory or otherwise, and Ciptex Ltd specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by law. Ciptex Ltd additionally disclaims all warranties related to third party telecommunications providers. Beta offerings are provided “as is” and “as available” with no warranties whatsoever, and Ciptex Ltd shall have no liability whatsoever for any harm or damage arising out of or in connection with a beta offering. Notwithstanding anything to the contrary in this agreement, Ciptex ltd will not be liable and will have no obligation to indemnify customer for sensitive data that you or any end user sends to Ciptex Ltd.
If we think our Services may violate someone else’s intellectual property rights, then we may try to obtain the right for you to continue to use our Services or modify our Services, so they are no longer infringing. If we are unable to do either, then we may terminate these Terms and close your Ciptex Ltd account(s) and refund you any unused fees.
There are limits on what we indemnify you for. Ciptex Ltd will not pay for any bills, damages, costs, etc. for (1) a claim that was filed because you violated these terms and (2) any intellectual property infringement claim that arises from your use of our Services with other applications, products, or services, or (3) if you did not pay us for the Services and they were free of charge.
13.1 Indemnification by Ciptex Ltd. We will defend you from and against all claims, demands, suits or proceedings made or brought against you by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (“Infringement Claim”), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts you pay to settle an Infringement Claim under a settlement for which Ciptex Ltd has given its written approval.
13.2 Infringement Options If your use of the Services has become, or in Ciptex Ltd.’s opinion is likely to become, the subject of any Infringement Claim, Ciptex Ltd may at its option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This Section 13 states your exclusive remedy for any Infringement Claim by a third party.
13.3 Limitations Ciptex Ltd will have no liability or obligation with respect to any Infringement Claim and a court award of damages (a) arising out of your use of the Services in breach of these Terms, (b) arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing, or (c) arising from Services for which there is no charge.
13.4 Indemnification by You. You will defend Ciptex Ltd, its officers, directors, employees, and affiliates (“Ciptex Ltd Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against a Ciptex Ltd Indemnified Party by a third party alleging or arising out of (a) your or any of your End Users’ breach of these Terms or your obligations under Section 5 (Customer Responsibilities, Restrictions and Requirements), or breach of your representations or warranties under Section 12 of these Terms; (b) your or any of your End Users’ use of the Services or any activities under these Terms; or (c) your Customer Application, including, without limitation, any intellectual property claims for infringement or misappropriation relating to each Customer Application (collectively, “Customer Indemnifiable Claims”) and will indemnify Ciptex Ltd from any damages, attorney fees, and costs finally awarded against Ciptex Ltd Indemnified Parties as a result of, or for amounts paid by Ciptex Ltd Indemnified Parties to settle a Customer Indemnifiable Claim under a settlement for which you have given your written approval.
If either you or Ciptex Ltd wants to be indemnified by the other for a particular claim, then the party requesting indemnification needs to do certain things -- namely given notice of the claim, cooperate, and let the party providing the indemnification handle the defence or settlement of the claim. If these things are not done, then the other party may not have to provide the requested indemnification. See the legal language for what is required.
13.5 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Infringement Claim or Customer Indemnifiable Claim, as applicable (collectively referred to as a “Claim”), provided, however, that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defence of a Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 13 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
Generally speaking, neither of us owes each other for any bad things that might indirectly result from our services not working as intended. You will, however, owe us for indirect damages if you violate Section 5 covering your responsibilities, restrictions, requirements and your representations and warranties to us.
Any direct damages we might owe each other cannot be more than the amount you’ve paid (or should have paid) in the previous 12-months for the given Services giving rise to the claims. However, direct damages won’t be limited if they result from your breach of Sections 5 (Customer Responsibilities, Restrictions and Requirements) or satisfying our mutual indemnification obligations.
We have special products and a special agreement that covers connecting to emergency services. If you don’t have that agreement with us, you may not use our services to connect to emergency services (like 999). If something bad happens because you or someone using our services under your Ciptex Ltd account(s) tries but is unable to reach emergency services, then Ciptex Ltd is not and cannot be held responsible.
14.1 Indirect consequential and related damages. Except for damages arising from breach of your obligations under section 5 (customer responsibilities, restrictions and requirements), in no event will either party or its affiliates have any liability arising out of or related to this agreement for any revenues, goodwill, or indirect, special, incidental, consequential, cover, lost data, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
14.2 Limitation of liability. Except for damages arising from breach of your obligations under section 5 (customer responsibilities, restrictions and requirements) and except for amounts payable under a party’s indemnification obligations under section 13 (mutual indemnification) of these terms, in no event will the aggregate liability of each party arising out of or related to these terms exceed the amounts paid or payable by customer hereunder for the services giving rise to the liability during the twelve (12) month period preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort, and regardless of the theory of liability, but will not limit your payment obligations under section 10 (fees, payment terms, taxes) above.
14.3 Emergency services disclaimer. Neither Ciptex ltd nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and customer will hold Ciptex ltd harmless against any and all such claims) arising from or relating to the inability to use the services to contact emergency services, as defined in section 5.2(b), above. Ciptex Ltd.’s outbound communications services should not be used for contacting emergency services, unless the Service is expressly approved for this purpose and you and Ciptex ltd have entered an emergency services addendum in connection with your use of the approved product.
14.4 (1)In relation to the limitation of liability: Nothing in this Agreement shall exclude or limit the liability of either party for (i) gross negligence or intentional misconduct of such party, (ii) death or personal injury caused by that party's negligence or (iii) fraud or fraudulent misrepresentation or (iv) any other liability to the extent that the same may not be excluded or limited as a matter of applicable law. (2) In relation to updating these Terms: Ciptex Ltd may amend or modify these Terms from time to time, in which case the amended or modified version of these Terms will supersede all prior versions. Ciptex Ltd will notify you via email to the email address owner of your account (or to your account portal if you have not been using Services for the prior 6 months) not less than thirty (30) days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within thirty (30) days from the aforementioned notice, such non-objection may be relied upon by Ciptex Ltd as your consent to any such amendment or modification. Ciptex Ltd will inform you about your right to object and the consequences of non-objection with the aforementioned notice. Please note, Ciptex Ltd may not be able to provide at least thirty (30) days prior written notice of updates to these Terms and Conditions that result from changes in the law or requirements from telecommunications providers.
The provisions of this section 14 allocate the risks pursuant to these terms between the parties, and the parties have relied on the limitations set forth herein in determining whether to enter into these terms.
These terms become effective on the day you click “I Accept” or when you or someone else starts using our services under your customer account.
Either we or you may terminate these terms and close your Ciptex Ltd account(s) for any reason 30 days after one of us tells the other in writing. However, if there are any order forms in effect, then these terms won’t terminate until all order forms have expired or been terminated.
If you significantly breach these terms, and don’t fix the breach within five (5) days of us telling you about the breach, then we may terminate these terms and close your Ciptex Ltd account(s). Similarly, if we significantly breach these terms, and don’t fix the breach within five (5) days of you telling us, then you may terminate these terms.
We may offer certain equipment or Services with an Initial Commitment Term. Any equipment or Services subject to an Initial Commitment Term will be itemised on the Order Form.
15.1 Term. These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 15.2 (Termination) below (“Term”).
15.2 Termination. Either party may terminate these Terms and close your customer account(s) for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms will not terminate until such Order Form(s) have expired or been terminated. Ciptex Ltd, at its sole discretion, may terminate these Terms and close your customer account(s) in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after Ciptex Ltd provides written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.
Some terms live on even after these Terms and Conditions end. That includes your payment obligations and Sections mentioned.
Upon termination of these Terms, your payment obligations, the terms of this Section 16, and the terms of the following Sections will survive (i.e. still apply): Section 4 (Customer Data), Section 10 (Fees, Payment Terms, Taxes), Section 11 (Ownership and Confidentiality), Section 13 (Mutual Indemnification), Section 14 (Limitation of Liability; Emergency Services), Section 17 (General), and Section 18 (Agreement to Arbitrate).
17.1 Compliance with Laws. You will comply with the applicable law relating to your respective activities pursuant to these Terms. Ciptex Ltd will provide the Services in accordance with laws applicable to Ciptex Ltd.’s provision of the Services to its customers generally (i.e. without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and applicable Order Form (if any).
17.2 No Waiver, Order of Precedence. Our failure to enforce at any time any provision of these Terms, our Acceptable Use Policy, or any other of your obligations does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, our Acceptable Use Policy, or any of your other obligations, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly set forth in an applicable Order Form): (1) product-specific terms, (2) the Terms and Conditions and (3) the Documentation.
17.3 Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be void. Ciptex Ltd may assign these Terms, in whole or in part, without consent. Subject to this Section 17.3, these Terms will be binding on both you and Ciptex Ltd and each of our successors and assigns.
17.4 Relationship. You and Ciptex Ltd are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Ciptex Ltd will be solely responsible for all of our respective employees and agents and our respective labour costs and expenses arising in connection with our respective employees and agents. You and Ciptex Ltd will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor Ciptex Ltd has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
17.5 Severability. Except as described in Section 18 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
17.6 Notices. Any notice required or permitted to be given hereunder will be given in writing to the party at the address specified in this Agreement by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer in its account.
17.7 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labour dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
17.8 Government Terms. We provide the Services, including related software and technology, for government end use in accordance with these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred.
17.9 Governing Law. This Agreement shall be governed by and construed in accordance with English Law. In relation to any legal action or proceedings to enforce this Agreement or arising out of or relating to this Agreement ("proceedings") each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or in the grounds that the proceedings have been brought in an inconvenient forum.
17.10 Entire Agreement. Except as provided in these Terms and any exhibits or addenda or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by Ciptex Ltd, its agents or employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Ciptex Ltd and be non-binding against Ciptex Ltd even if signed by Ciptex Ltd after the date you accept these Terms.