TINKLE TELECOM LTD
TERMS AND CONDITIONS OF SERVICE
Last updated: 8 September 2026
Effective for new customers: 8 September 2026
Effective for existing customers: 9 October 2026
Version 3.0
Welcome to Tinkle
Tinkle Telecom Ltd is a company registered in England and Wales under company number 11117564, with its registered office at Carrwood Park, Selby Road, Swillington Common, Leeds, West Yorkshire, England, LS15 4LG.
In these Terms, we refer to ourselves as “Tinkle”, “we”, “us” or “our”.
We provide cloud-based business communications, telephony and related software services designed to make it easier for businesses to communicate, collaborate and manage their communications.
These Terms explain the legal relationship between Tinkle and the business using our Service. We have tried to keep them straightforward, but they are legally binding, so please read them carefully.
Important information about the Service
Tinkle is an internet-based communications service. The availability and quality of calls, including emergency calls, can depend on your internet connection, local network, power supply, equipment and device configuration.
If you use Tinkle to make telephone calls, you and your Users should understand the limitations of VoIP services and maintain appropriate alternative means of communication where necessary.
The Service is intended for business use only.
1. Definitions and interpretation
1.1 Definitions
In these Terms:
Agreement means these Terms together with any applicable Order, Statement of Work, plan details, Fair Use Policy or other document expressly incorporated into the contract between you and Tinkle.
Applicable Law means all laws, regulations, regulatory requirements, codes and binding rules applicable to the Service or either party, including the Communications Act 2003, applicable Ofcom General Conditions of Entitlement, data protection legislation and telecommunications regulations, in each case as amended from time to time.
Application means the Tinkle website, Tinkle Manager, mobile applications, desktop applications, administration portals and any other software, platform or application made available by or on behalf of Tinkle.
Artificial Inflation of Traffic means traffic generated or arranged primarily to increase call volumes, termination payments, revenue share, usage charges or other telecommunications revenues, including traffic pumping, arbitrage or other abnormal or artificially generated calling patterns.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Charges means all subscription fees, Usage Charges, Premium Feature charges, equipment charges, professional service charges and any other sums payable by you under the Agreement.
Customer, you or your means the business, organisation, sole trader or other business customer entering into the Agreement with Tinkle.
Customer Content means information, recordings, communications, contacts, messages, files, images, audio, audiovisual content, text, configuration information or other data submitted to, transmitted through or stored using the Service by you or your Users.
Customer Equipment means handsets, computers, mobile devices, routers, switches, session border controllers, networking equipment or other hardware not supplied and managed by Tinkle.
Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025 and any other applicable data protection or privacy legislation, in each case as amended, replaced or re-enacted from time to time.
Free Service means any Service made available by Tinkle without a recurring subscription charge.
Free Trial means a time-limited trial of the Service made available without the normal subscription charge.
Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, service marks, trade names, domain names, rights in software, rights in confidential information, know-how and other intellectual property rights, whether registered or unregistered and wherever arising.
Network means Tinkle’s telecommunications and technology infrastructure together with any third-party networks or infrastructure used to provide the Service.
Number means any telephone number allocated, selected, purchased or ported for use with the Service.
Order means an order, order form, quotation or other ordering document accepted by Tinkle which specifies particular Services, Charges, Products or commercial terms.
Premium Feature means any optional feature, add-on or enhanced functionality subject to additional Charges.
Service or Services means the communications, telephony, software, messaging, recording, analytics, integration, AI or related services provided by Tinkle, including any Services described in an Order or SOW.
SOW means a Statement of Work agreed between Tinkle and the Customer.
Term means the duration of the Agreement or an applicable Order or SOW.
UK GDPR means Regulation (EU) 2016/679 as it forms part of UK domestic law, as amended from time to time.
Usage Charges means Charges calculated according to use of the Service, including call, messaging, international, premium or other metered usage.
User means an individual authorised by you to access or use the Service.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation.
References to legislation include amendments, replacements and subordinate legislation made under it.
Words in the singular include the plural and vice versa.
References to “including” or “includes” do not limit the words that follow them.
1.3 Order of precedence
If there is a conflict between documents forming the Agreement, the following order applies:
the applicable Order or SOW;
these Terms;
any applicable plan, tariff or Fair Use Policy; and
other documents expressly incorporated into the Agreement.
An Order or SOW overrides these Terms only in relation to the particular Services covered by that Order or SOW and only to the extent of the inconsistency.
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as a Controller. It does not form part of the Agreement unless expressly stated otherwise.
2. The Agreement and our Service
2.1 Accepting these Terms
You accept the Agreement when you do any of the following:
create or activate a Tinkle account;
accept an Order or SOW;
purchase or activate a Service; or
access or use the Service.
If you do not agree to these Terms, you must not use the Service.
2.2 Business customers only
The Service is supplied for business purposes only.
By entering into the Agreement, you confirm that:
you are acting wholly or mainly for purposes relating to your trade, business, craft or profession;
the person entering into the Agreement on your behalf is at least 18 years old; and
that person has authority to bind the Customer.
Nothing in these Terms excludes any statutory or regulatory rights that apply to you and cannot lawfully be excluded.
2.3 Incomplete registrations
If you begin a registration, quotation or sign-up process but do not complete it, we may contact you using the information you have provided to help you complete that process or answer questions relating to it.
Marketing communications will be handled separately in accordance with Applicable Law and your marketing preferences.
2.4 Providing the Service
Subject to you complying with the Agreement and paying the Charges, Tinkle will provide the Service with reasonable care and skill.
We may use affiliates, telecommunications carriers, cloud providers, software suppliers and other subcontractors to provide all or part of the Service.
2.5 Right to use the Service
During the Term, Tinkle grants you a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service for your own internal business purposes.
This right does not permit you to resell or commercially exploit the Service unless Tinkle has expressly authorised this in writing.
2.6 Support
Support is available through Tinkle’s Help Centre, Application and support channels.
Unless an Order or applicable service level expressly states otherwise, support is provided during Tinkle’s published support hours.
Support queries may be sent to help@tinkle.co.
2.7 Service changes
Tinkle continually develops the Service and may make reasonable changes to functionality, interfaces, underlying technology or suppliers where those changes do not materially reduce the overall functionality of the Service you have purchased.
We may also make changes where reasonably necessary for security, legal, regulatory or technical reasons.
2.8 Changes to these Terms
We may update these Terms from time to time.
Where a change materially affects your rights or obligations, we will give reasonable advance notice and, where required by Applicable Law or Ofcom rules, at least the minimum notice period and any applicable right to terminate without penalty.
Changes required by law, regulation, security requirements or matters outside our reasonable control may take effect on shorter notice where reasonably necessary.
3. Your responsibilities and acceptable use
3.1 Lawful use
You must use the Service only for lawful business purposes and in accordance with the Agreement and Applicable Law.
3.2 Prohibited use
You must not, and must ensure your Users do not:
a. use the Service to transmit unlawful, fraudulent, defamatory, threatening, obscene or otherwise illegal material;
b. infringe another person’s Intellectual Property Rights, privacy rights or other legal rights;
c. impersonate another person or organisation or deliberately misrepresent the identity or origin of a communication;
d. commit or facilitate fraud, telecommunications fraud, toll fraud or unauthorised access;
e. generate Artificial Inflation of Traffic;
f. use the Service for unlawful robocalling, unlawful automated marketing or unlawful unsolicited communications;
g. interfere with, damage or disrupt the Service, Network or another customer’s use of them;
h. attempt to obtain unauthorised access to the Service, Network, software, source code, systems or accounts;
i. introduce malware, malicious code or other harmful technology;
j. use the Service in a way which could reasonably cause Tinkle, its suppliers or telecommunications carriers to breach Applicable Law or regulatory requirements; or
k. use the Service to provide telecommunications services to third parties unless Tinkle has expressly agreed to this in writing.
3.3 Fair and reasonable use
Where a Service or tariff includes inclusive or unlimited usage, that usage remains subject to the applicable Fair Use Policy and any restrictions stated on the relevant tariff or Order.
You must not use the Service in a way which:
is materially inconsistent with normal business communications use;
places an unreasonable or disproportionate load on Tinkle’s Network;
involves traffic pumping or Artificial Inflation of Traffic;
uses large-scale automated calling, call blasting or dialling contrary to the applicable tariff; or
is designed primarily to exploit inclusive usage rather than communicate with genuine end users.
Where we reasonably identify excessive, abnormal or abusive usage, we may investigate the usage and, where appropriate, restrict the relevant feature, move the affected Service to an appropriate metered tariff or suspend the affected activity.
We will act reasonably when exercising these rights.
3.4 Marketing calls and messages
You are responsible for ensuring that all marketing communications made using the Service comply with Applicable Law.
This includes, where applicable:
screening telephone numbers against the Telephone Preference Service and Corporate Telephone Preference Service;
maintaining your own suppression or “do not call” lists;
obtaining consent where consent is legally required;
complying with rules relating to automated marketing calls; and
displaying appropriate caller identification and providing required contact information.
Any TPS, CTPS, screening, blocking or compliance functionality provided by Tinkle is a tool to assist you. It does not transfer legal responsibility for your marketing activity to Tinkle.
3.5 Customer information
You must ensure that information you provide to Tinkle is accurate, complete and kept up to date, including:
your business details;
administrator details;
billing information;
contact details;
service addresses; and
emergency caller location information.
You must promptly update information which changes.
3.6 Customer Content
You are responsible for Customer Content and must ensure that you have all rights, licences, permissions, notices and lawful bases required to use, store, transmit or process that Customer Content through the Service.
Tinkle does not routinely review Customer Content.
We may remove, restrict or disable access to Customer Content where we reasonably believe this is required by law, a regulator, court order, security requirement or because the content materially breaches the Agreement.
3.7 Your Users
You are responsible for:
deciding who may become a User;
administering User access;
ensuring Users understand any applicable Service restrictions;
ensuring Users comply with the Agreement; and
all activity carried out through your account by your Users.
A breach by a User will be treated as a breach by the Customer.
3.8 Account sharing
Individual User credentials must not be shared between people.
Each person requiring access to the Service should use their own authorised User account.
3.9 Licences and permissions
You are responsible for obtaining any licences, permissions or consents required for your use of the Service, including those relating to call recording, monitoring, music, marketing communications and Customer Content.
3.10 Cooperation
You must provide reasonable information and cooperation required by Tinkle to:
activate or maintain the Service;
investigate faults;
respond to regulatory or legal requirements;
investigate fraud or security incidents; or
resolve issues caused by Customer Equipment or your network.
3.11 Customer references
Unless you ask us not to, Tinkle may identify you as a customer and display your business name and logo in customer lists or similar marketing materials.
We will obtain your approval before publishing a detailed case study, testimonial or announcement specifically about your organisation.
4. Emergency calling
4.1 Access to emergency services
Where a Tinkle Service supports outbound public telephone calls, Tinkle provides access to UK emergency services using 999 and 112 in accordance with Applicable Law.
This may include Services operating during an active Free Trial where outbound calling is enabled.
4.2 VoIP limitations
Tinkle is an internet-based service.
Emergency calling may not work if there is:
a power failure;
an internet or broadband failure;
a local network failure;
a device failure;
an incorrectly configured device;
a failure of Customer Equipment; or
another interruption preventing access to the Service.
You should maintain appropriate alternative means of contacting emergency services, particularly where continuous telephone availability is important to your organisation.
4.3 Emergency location information
You must provide accurate location information for Users who may make Emergency Calls.
You must update that information whenever the relevant location changes.
Where different Users normally use the Service from different locations, appropriate location information should be maintained for those Users.
4.4 Nomadic use
Because Tinkle can be used from different physical locations, emergency services may not automatically be able to determine a caller’s current physical location.
Users making an Emergency Call should therefore be prepared to confirm their location verbally.
Tinkle may provide registered or technically available caller-location information to emergency organisations in accordance with Applicable Law.
4.5 Customer responsibility
You are responsible for making Users aware:
that Tinkle is a VoIP service;
of the emergency calling limitations described above; and
of the need to keep emergency location information accurate.
5. Telephone numbers and porting
5.1 Number allocation
Tinkle may allocate a Number to you or allow you to select or port a Number for use with the Service.
The allocation of a Number gives you the right to use it while the relevant Service remains active, subject to Applicable Law. It does not transfer ownership of that Number to you.
5.2 Number availability
Numbers are subject to availability, regulatory requirements and the requirements of the relevant telecommunications carrier.
Tinkle cannot guarantee that a particular Number will remain available indefinitely where a change is required by a regulator, numbering authority or carrier.
5.3 Testing
You are responsible for testing Numbers, call routing, devices and other relevant configuration following activation or changes to the Service.
You should notify Tinkle promptly if you identify a problem.
5.4 Inactive Free Service Numbers
Where a Number is provided as part of a Free Service and has not been used for more than six months, Tinkle may cancel the Free Service and recover or reallocate the Number, subject to Applicable Law.
5.5 Porting Numbers to Tinkle
Requests to port existing Numbers to Tinkle are subject to:
successful validation;
availability of porting arrangements with the relevant networks;
provision of accurate information and authority by you; and
completion of any required documentation.
Porting requests may be submitted using Tinkle’s published porting process or by contacting porting@tinkle.co.
Tinkle will not impose a direct charge for number porting where such a charge is prohibited by Applicable Law or Ofcom requirements.
Where additional configuration, onboarding, project management, hardware or professional services are required in connection with a migration, those services may be charged separately where agreed with you in advance.
5.6 Porting Numbers away from Tinkle
If you wish to move a Number to another provider, you should normally initiate the port through your new provider.
Tinkle will provide reasonable cooperation and information required to facilitate a valid porting request.
Porting a Number does not remove any contractual obligation to pay Charges, minimum-term commitments or valid early termination charges relating to the underlying Service.
Any such Charges arise from the Service contract and not from the act of porting the Number itself.
5.7 Porting after termination
Any right to port a Number following termination will continue for the period required by Applicable Law.
You should initiate any required port before that right expires.
5.8 Loss of Numbers
If the Service ends and you do not exercise an available right to port a Number, Tinkle may release or reallocate that Number after any applicable regulatory retention period.
Tinkle cannot guarantee that a released Number can later be recovered.
6. Plans, trials, recording and additional features
6.1 Tinkle plans
Tinkle may offer plans including:
Tinkle Go;
Tinkle Unlimited;
Tinkle Anywhere; and
other plans or Services introduced from time to time.
Features, inclusive usage, Usage Charges and applicable restrictions are set out in the relevant pricing information or Order.
6.2 Standard monthly Services
Unless an Order expressly states that a minimum Term applies, standard self-service Tinkle subscriptions operate on a monthly basis.
6.3 Free Service
Tinkle may make Free Services available from time to time.
Free Services may have reduced functionality, capacity or support and may be changed or withdrawn by Tinkle on reasonable notice.
6.4 Free Trial
Tinkle may offer a Free Trial for the period and functionality advertised when you register.
A Free Trial may not include all functionality available in a paid Service.
Tinkle may apply reasonable usage, fraud-prevention or security restrictions during a Free Trial.
6.5 Payment details during a Free Trial
Where the Free Trial is advertised as requiring no payment method, you will not be required to provide one to start the trial.
If payment information is required to move to a paid Service, you must provide a valid Payment Method before the paid Service can begin.
Unless otherwise stated when you register, a Free Trial does not automatically create a paid subscription merely because the trial period expires.
6.6 Abuse of trials or promotions
You must not create multiple accounts, manipulate User details or otherwise abuse a Free Trial, Free Service, promotional period or billing process to avoid legitimate Charges.
Tinkle may suspend or terminate accounts reasonably believed to be involved in such abuse.
6.7 Call recording and monitoring
Where the Service allows calls to be recorded, monitored, listened to, whispered into, barged into, transcribed or otherwise analysed, you are responsible for ensuring that your use of those features is lawful.
This includes responsibility for:
establishing an appropriate lawful basis;
providing required privacy information;
informing employees, Users and callers where required;
complying with Data Protection Laws;
complying with applicable interception and monitoring laws; and
determining appropriate retention periods.
Tinkle provides the technical functionality but does not determine whether your particular recording or monitoring activity is lawful.
6.8 Recording and message retention
Retention periods for call recordings, voicemails, messages, call logs and other Customer Content may differ according to your plan, feature, Order or applicable retention policy.
The applicable retention information shown in the Application, plan information or Order forms part of the Service specification.
You are responsible for exporting any Customer Content you need to retain outside the applicable retention period.
Deleting a User may also permanently delete recordings, messages or other information associated solely with that User. You should export required information before deleting Users.
Unless an Order expressly provides an archival commitment, Tinkle does not provide the Service as a permanent archive or backup system.
6.9 AI and automated features
Some Tinkle Services may use artificial intelligence, machine learning or other automated technology to provide features such as transcription, summaries, sentiment analysis, recommendations, classifications or automated actions.
Outputs generated using such technology may contain errors or omissions.
You remain responsible for reviewing outputs before relying upon them or using them to make material business, legal, regulatory, financial, employment, health, safety or other significant decisions.
Customer Content processed through these features remains subject to clause 15 and any additional feature-specific terms disclosed to you.
6.10 Service communications
Tinkle may send operational communications relating to:
your account;
billing;
security;
faults or outages;
regulatory matters;
changes to the Service;
changes to the Agreement; and
other information reasonably necessary to provide the Service.
You cannot opt out of communications which are reasonably necessary to administer or provide the Service.
6.11 Marketing communications
Where permitted by Applicable Law and your marketing preferences, Tinkle may send you information about other products, features and services.
You may opt out of marketing communications at any time.
7. Bring Your Own Device and Customer Equipment
7.1 Customer Equipment
You may use Customer Equipment with the Service where technically supported.
Use of Customer Equipment is at your own risk.
7.2 Compatibility
Tinkle does not guarantee compatibility with every handset, router, device, SBC, operating system, firmware version or network configuration.
You are responsible for ensuring Customer Equipment:
meets any technical requirements published by Tinkle;
is correctly configured;
is maintained in good working order;
is connected to a suitable internet service;
receives appropriate security and firmware updates; and
complies with Applicable Law.
Tinkle may publish lists of supported, recommended or certified equipment.
7.3 Service levels
A failure, degradation or interruption caused wholly or partly by:
Customer Equipment;
your LAN, Wi-Fi or firewall;
your internet provider;
third-party connectivity;
incorrect configuration;
unsupported firmware; or
other infrastructure outside Tinkle’s reasonable control,
does not constitute a failure of the Tinkle Service for the purpose of an SLA or service-credit commitment.
Unless an Order states otherwise, availability commitments apply to the relevant Tinkle platform components and not to Customer Equipment or third-party networks.
7.4 Support limitations
Where Customer Equipment is used, Tinkle’s normal support obligation is limited to reasonable assistance in identifying whether the fault originates within the Tinkle Service.
Unless separately agreed, Tinkle is not responsible for configuring, repairing or maintaining Customer Equipment.
We may ask you to disconnect, replace, upgrade or reconfigure Customer Equipment as part of fault isolation.
Where substantial investigation is required and the fault is subsequently shown to be caused by Customer Equipment or your infrastructure, Tinkle may charge for that investigation where the possibility and basis of the charge was made clear to you.
7.5 Security
You are responsible for the security of Customer Equipment, including:
passwords and credentials;
firmware;
firewall rules;
network configuration;
physical security; and
preventing unauthorised use.
Tinkle is not responsible for fraud, toll misuse, unauthorised calls, data loss or security incidents to the extent caused by insecure, compromised or incorrectly configured Customer Equipment.
7.6 Emergency calls
Use of Customer Equipment may affect emergency calling where the device, local network, internet connection or power supply is unavailable or incorrectly configured.
You are responsible for ensuring appropriate backup arrangements exist.
7.7 No equipment warranty
Tinkle gives no warranty in relation to Customer Equipment.
Any equipment supplied directly by Tinkle is subject to the applicable Order, product warranty and returns terms.
8. Security
8.1 Credentials
You are responsible for keeping usernames, passwords, authentication links, QR codes and other security credentials secure.
You must not knowingly disclose credentials to unauthorised persons.
8.2 Account administration
You are responsible for configuring appropriate User permissions and promptly removing access for Users who no longer require the Service.
8.3 Security incidents
You must notify Tinkle promptly if you become aware of:
compromised credentials;
unauthorised account access;
suspected fraud;
abnormal call activity; or
another security incident relating to the Service.
8.4 Security controls
You must not attempt to:
bypass security controls;
probe or scan the Service without authorisation;
reverse engineer the Service except where a right to do so cannot lawfully be excluded;
access source code;
access another customer’s information; or
interfere with the security or integrity of the Network.
8.5 Suspension for security reasons
Tinkle may immediately restrict or suspend all or part of the Service where reasonably necessary to:
respond to an actual or suspected security incident;
prevent fraud;
protect the Network;
mitigate a DDoS or similar attack;
comply with a legal or regulatory obligation; or
protect Tinkle, its customers or suppliers from material harm.
Where reasonably possible, we will tell you about the suspension and restore the affected Service once the relevant risk has been addressed.
9. Charges and payment
9.1 Charges
You must pay the Charges applicable to the Service you purchase.
Charges will be those displayed or communicated to you when the relevant Service is purchased, or those stated in an applicable Order.
9.2 VAT and taxes
Unless expressly stated otherwise, Charges are exclusive of VAT and any other applicable taxes, duties or levies.
Applicable VAT will be added to invoices.
9.3 Subscription billing
Unless an Order states otherwise:
recurring subscription Charges are billed monthly in advance; and
Usage Charges and other variable Charges may be billed in arrears.
9.4 Payment Method
You must maintain a valid Payment Method where required for the Service.
Tinkle may support payment by card, Direct Debit or another approved payment method.
9.5 Changes during a billing period
Where Users, subscriptions or Premium Features are added during a billing period, additional Charges may be calculated on a pro-rata basis.
Where a subscription is reduced, the change will normally take effect from the next billing period unless the Application or Order states otherwise.
9.6 Usage Charges
You are responsible for Usage Charges incurred through your account, including usage generated by authorised Users.
You should notify us promptly if you believe usage is fraudulent or unauthorised.
9.7 Price changes
For standard monthly Services, Tinkle may change Charges by giving at least 28 Business Days’ notice, unless a shorter period is required or permitted by Applicable Law.
Where a fixed price applies under an Order for a specified minimum Term, that Order will govern whether and how the price may change during that Term.
Where Applicable Law or Ofcom rules give you a right to terminate because of a price or contractual change, those rights will apply.
9.8 Non-payment
If a payment is overdue, declined, reversed or subject to a chargeback, Tinkle may:
contact you requesting payment;
restrict chargeable features;
apply reasonable credit controls;
suspend the Service; or
terminate the affected Service in accordance with clause 10.
Any action relating to debt or disconnection will remain subject to any applicable regulatory obligations.
9.9 Fraudulent payments
Where Tinkle reasonably suspects payment fraud, unauthorised payment activity or abuse, we may suspend the Service immediately while the issue is investigated.
9.10 Reinstatement
Where a Service has been suspended for non-payment, Tinkle may restore the Service once outstanding sums have been paid and a valid Payment Method is available.
Restoration remains subject to the continued availability of relevant Numbers, licences and third-party services.
9.11 Refunds
Except where the Agreement or Applicable Law expressly provides otherwise, Charges properly incurred are non-refundable.
9.12 Billing queries
You should raise any billing query promptly after receiving the relevant invoice.
Raising a query does not remove your obligation to pay undisputed amounts when due.
9.13 No set-off
Unless required by law, you must pay undisputed Charges without deduction, counterclaim or set-off.
10. Term, cancellation, suspension and termination
10.1 Standard monthly Services
Unless an Order expressly states that a minimum Term applies, a standard monthly Tinkle subscription continues from month to month.
You may cancel a monthly subscription through any cancellation facility provided in the Application or by emailing cancellations@tinkle.co.
Cancellation normally takes effect at the end of the current paid billing period.
10.2 Free Trial cancellation
A Free Trial may be cancelled at any time during the trial.
Unless otherwise stated when you register, expiry of the Free Trial will not create a paid subscription unless you actively select a paid Service and provide any required Payment Method.
10.3 Fixed-term Orders
An Order or SOW may expressly specify a minimum Term.
Where it does, that minimum Term applies instead of the monthly cancellation provisions in clause 10.1.
Unless the applicable Order states otherwise, a fixed-term Order will automatically renew for successive periods of twelve months after the initial Term.
Either party may prevent such renewal by giving at least 60 days’ written notice before the end of the then-current Term.
10.4 Early cancellation of a fixed-term Order
If you terminate a fixed-term Order for convenience before the end of its minimum or renewed Term, you remain responsible for the applicable early termination amount.
Unless the Order provides another calculation, that amount will comprise:
recurring Charges which would otherwise have become payable for the remainder of the applicable Term, less costs which Tinkle reasonably avoids as a result of the early termination; and
any non-cancellable third-party, equipment, implementation or committed project costs reasonably incurred by Tinkle in providing the Service.
This clause does not apply where you have a statutory or regulatory right to terminate without such a charge.
10.5 Termination by Tinkle for breach
Tinkle may terminate all or part of the Agreement by written notice if you commit a material breach which:
a. cannot reasonably be remedied; or
b. can be remedied but is not remedied within seven days after Tinkle gives you written notice requiring it to be remedied.
10.6 Immediate termination or suspension
Tinkle may suspend or terminate the affected Service immediately where reasonably necessary because of:
fraud or suspected fraud;
unlawful use;
Artificial Inflation of Traffic;
a serious security incident;
deliberate interference with the Network;
repeated material breaches;
use creating a material regulatory risk for Tinkle;
a payment chargeback or fraudulent payment;
insolvency; or
a legal or regulatory requirement.
10.7 Insolvency
Tinkle may terminate the Agreement if you:
become unable to pay your debts as they fall due;
enter administration, liquidation or a company voluntary arrangement;
have a receiver or administrator appointed over a material part of your assets;
cease or threaten to cease carrying on a material part of your business; or
become subject to an equivalent insolvency event.
10.8 Non-payment
Tinkle may terminate a Service where an undisputed amount remains unpaid for seven days after written notice that payment is overdue.
This does not prevent an earlier suspension where permitted under clause 9 or where reasonably necessary to prevent fraud or further loss.
10.9 Consequences of termination
When the Agreement or a Service ends:
your right to use the affected Service ends;
outstanding Charges become payable;
any applicable early termination Charges become payable;
you must return any Tinkle-owned equipment where required;
your rights in Numbers are subject to clause 5; and
Customer Content will be handled in accordance with clause 15 and the applicable retention arrangements.
10.10 Exporting Customer Content
You are responsible for exporting Customer Content you need before terminating the Service or deleting Users.
Tinkle does not guarantee continued access to Customer Content after termination except where an Order, retention policy or Applicable Law expressly requires it.
10.11 Accrued rights
Termination does not affect rights, liabilities or payment obligations which arose before termination.
Clauses intended by their nature to survive termination will continue to apply.
11. Service availability and warranties
11.1 Reasonable care and skill
Tinkle will provide the Service with reasonable care and skill.
11.2 Internet and third-party dependencies
You acknowledge that the Service depends on telecommunications networks, internet connectivity, cloud infrastructure, devices and third-party technology which may be outside Tinkle’s direct control.
11.3 No uninterrupted-service warranty
Unless an applicable SLA expressly states otherwise, Tinkle does not warrant that the Service will:
be uninterrupted;
be completely error-free;
operate without latency or degradation;
be compatible with every system or device; or
be permanently free of viruses, security threats or third-party failures.
11.4 Maintenance
Tinkle may carry out planned or emergency maintenance.
Where reasonably practicable, we will give advance notice of planned maintenance expected to materially affect the Service.
11.5 Third-party services
Where the Service integrates with third-party software, carriers or platforms, the availability and functionality of those third-party services may be subject to the third party’s own terms and technical limitations.
Tinkle is not responsible for changes made by a third party which are outside Tinkle’s reasonable control.
11.6 Implied terms
To the maximum extent permitted by law, all warranties, conditions and terms which would otherwise be implied into the Agreement are excluded except to the extent they cannot lawfully be excluded.
12. Limitation of liability
12.1 Liabilities that are not limited
Nothing in the Agreement excludes or limits either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability which cannot lawfully be excluded or limited.
12.2 Excluded losses
Subject to clause 12.1, Tinkle will not be liable for:
loss of profit;
loss of revenue;
loss of business;
loss of contracts;
loss of opportunity;
loss of anticipated savings;
loss of goodwill or reputation; or
indirect or consequential loss,
whether arising in contract, tort including negligence, breach of statutory duty or otherwise.
12.3 Aggregate liability cap
Subject to clause 12.1, Tinkle’s total aggregate liability arising out of or in connection with the Agreement in any twelve-month period will not exceed the total Charges paid or payable by you for the affected Service during the twelve months immediately preceding the event giving rise to the claim.
Where the affected Service has been provided for less than twelve months, the cap will be calculated by reference to the Charges paid or payable from the Service Start Date to the date of the relevant event.
For a Free Service or Free Trial for which no Charges have been paid, Tinkle’s aggregate liability will not exceed £1,000.
12.4 Customer systems and connectivity
Tinkle is not liable to the extent a loss is caused by:
Customer Equipment;
your internet connection;
your network;
your configuration;
unauthorised use of your credentials;
your failure to follow reasonable instructions;
a third-party platform outside Tinkle’s reasonable control; or
your failure to maintain an appropriate backup or alternative communication method.
12.5 Customer Content and recordings
Tinkle is not liable for loss of Customer Content where that loss results from:
expiry of a disclosed retention period;
deletion of a User or account by you;
your failure to export information before termination;
Customer Equipment;
your actions or configuration; or
circumstances otherwise excluded by this Agreement.
This does not exclude liability where the loss results directly from Tinkle’s breach of an express contractual obligation and liability cannot otherwise be excluded under this clause.
12.6 Payment obligations and indemnities
Nothing in this clause limits your obligation to pay Charges properly due under the Agreement.
Unless an Order expressly states otherwise, the Customer indemnities in the Agreement are not limited by clause 12.3.
13. Intellectual Property Rights
13.1 Customer Intellectual Property
As between the parties, Intellectual Property Rights in Customer Content remain owned by you or your licensors.
13.2 Tinkle Intellectual Property
Tinkle and its licensors retain all Intellectual Property Rights in:
the Service;
Application;
Software;
APIs;
documentation;
designs;
workflows;
databases;
technology;
know-how;
improvements; and
other material developed or supplied by or on behalf of Tinkle.
No rights are transferred to you except the limited rights expressly granted by the Agreement.
13.3 Licence to Customer Content
You grant Tinkle a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, transmit, process, display and otherwise use Customer Content solely to the extent reasonably necessary to:
provide the Service;
secure and maintain the Service;
provide support;
comply with your instructions; and
comply with Applicable Law.
Tinkle may sublicense these rights to its authorised suppliers and subprocessors only to the extent required to provide the Service.
13.4 Licence to Tinkle technology
Tinkle grants you a limited, non-exclusive, non-transferable licence during the Term to use Tinkle software and documentation only as necessary to receive the Service.
13.5 Feedback
If you voluntarily provide suggestions or feedback about the Service, Tinkle may use that feedback to develop and improve its products and services without restriction or payment, provided Tinkle does not disclose your Confidential Information in doing so.
14. Third-party claims and indemnity
14.1 Customer responsibility
You remain responsible for transactions, communications and relationships between you, your Users and third parties using or arising from your use of the Service.
Tinkle is not a party to those transactions merely because the Service facilitated a communication.
14.2 Customer indemnity
You will indemnify Tinkle against third-party claims, losses, damages, reasonable legal costs and expenses to the extent they arise from:
Customer Content infringing third-party rights;
your unlawful use of the Service;
your breach of clause 3;
unlawful marketing, recording or monitoring carried out by you;
fraud or misuse originating from your organisation or Users; or
your breach of Data Protection Laws where Tinkle has processed Personal Data in accordance with your lawful instructions.
14.3 Conduct of claims
Where Tinkle seeks to rely on the indemnity:
Tinkle will notify you of the relevant claim within a reasonable period after becoming aware of it;
you must provide reasonable assistance;
Tinkle will not unreasonably prejudice your position; and
any settlement which requires an admission of liability by you will require your consent, not to be unreasonably withheld or delayed.
15. Data protection
15.1 Compliance
Each party will comply with Data Protection Laws applicable to it.
This clause supplements and does not replace either party’s obligations under Data Protection Laws.
15.2 Different data protection roles
The parties acknowledge that Tinkle may process Personal Data in different capacities depending on the processing activity.
Where Tinkle processes Personal Data solely on the Customer’s behalf in providing configurable Service functionality, such as storing Customer contacts, recordings, messages or similar Customer Content:
the Customer will normally act as Controller; and
Tinkle will normally act as Processor.
Tinkle may separately act as a Controller where it processes Personal Data for its own legitimate business, regulatory or legal purposes, including:
managing customer accounts;
billing and payment;
fraud prevention;
network and information security;
service administration;
meeting telecommunications obligations;
emergency-service requirements;
legal compliance; and
other purposes described in Tinkle’s Privacy and Cookies Policy.
15.3 Processor details
Where Tinkle acts as Processor:
Subject matter: Personal Data processed as part of providing the Service.
Duration: The Term and any applicable post-termination retention period.
Purpose: Providing, securing, supporting and maintaining the Service in accordance with the Agreement and Customer instructions.
Data Subjects may include: Users, Customer personnel, business contacts, callers, call recipients, message participants and other individuals whose Personal Data is provided through the Service.
Personal Data may include: names, usernames, contact information, telephone numbers, account information, communications metadata, call records, messages, recordings, transcripts, contact records and other Customer Content containing Personal Data.
15.4 Documented instructions
The Agreement, applicable Orders, your configuration of the Service and documented instructions given through authorised support channels together constitute your documented instructions to Tinkle.
Tinkle will process Personal Data only on those instructions unless required to do otherwise by Applicable Law.
Where legally permitted, Tinkle will inform you if it is required by law to process Personal Data outside your instructions.
15.5 Confidentiality
Tinkle will ensure that personnel authorised to process Personal Data are subject to appropriate confidentiality obligations.
15.6 Security
Tinkle will maintain appropriate technical and organisational measures designed to protect Personal Data, taking into account:
the state of the art;
implementation costs;
the nature and scope of processing;
the context and purpose of processing; and
the risks to Data Subjects.
15.7 Subprocessors
You give Tinkle general written authorisation to appoint subprocessors required to provide the Service.
Tinkle will require each subprocessor processing Personal Data on Tinkle’s behalf to enter into appropriate data protection obligations.
Where required by Data Protection Laws, Tinkle will provide reasonable notice of a new material subprocessor.
If you have a reasonable data protection objection to a new subprocessor, you must notify Tinkle promptly.
The parties will attempt in good faith to resolve the objection. If no reasonable solution is available, you may terminate the affected Service where required by Data Protection Laws.
15.8 International transfers
Where Tinkle transfers Personal Data outside the United Kingdom, it will ensure that the transfer is made using a lawful transfer mechanism required by Data Protection Laws.
15.9 Data Subject rights
Taking into account the nature of the processing, Tinkle will provide reasonable assistance to help you respond to requests by Data Subjects exercising rights under Data Protection Laws.
15.10 Security incidents and Personal Data Breaches
Tinkle will notify you without undue delay after becoming aware of a Personal Data Breach affecting Personal Data for which Tinkle acts as your Processor.
Tinkle will provide information reasonably available to it to assist you in meeting applicable breach-notification obligations.
15.11 DPIAs and regulatory consultations
Tinkle will provide reasonable assistance with data protection impact assessments and consultations with supervisory authorities where the assistance relates directly to processing carried out by Tinkle on your behalf.
15.12 Deletion and return
Following termination of the relevant Service, Tinkle will delete or return Personal Data processed as Processor in accordance with:
your reasonable instructions;
the applicable Service retention arrangements; and
Data Protection Laws.
Tinkle may retain information where required by law or where it remains temporarily within secure backup systems, provided it remains protected and is not used for other purposes.
15.13 Audits
Tinkle will make information reasonably necessary to demonstrate compliance with its Processor obligations available to you.
Where additional audit activity is reasonably required by Data Protection Laws, it will:
take place on reasonable notice;
avoid unnecessary disruption;
be subject to appropriate confidentiality and security requirements; and
normally be at the Customer’s cost unless the audit identifies a material breach by Tinkle.
Tinkle may satisfy reasonable audit requirements by providing appropriate independent audit reports, certifications or security documentation where sufficient.
15.14 Unlawful instructions
Tinkle may refuse or suspend an instruction which it reasonably believes would breach Data Protection Laws.
Where appropriate, Tinkle will inform you of its concern so that the parties can attempt to agree a lawful alternative.
15.15 Customer obligations
Where you act as Controller, you are responsible for ensuring:
you have a lawful basis for Processing;
required transparency information has been provided;
any required consent has been obtained;
Special Category Personal Data is processed only where an appropriate Article 9 condition applies;
recordings and monitoring are lawful;
Customer Content is collected and provided lawfully; and
your instructions to Tinkle comply with Data Protection Laws.
15.16 Privacy Policy
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as Controller.
16. Confidentiality
16.1 Confidential Information
Each party must keep confidential information received from the other party which:
is identified as confidential;
is commercially sensitive by its nature; or
a reasonable business person would understand to be confidential.
This may include technical information, security information, business plans, customer information, pricing in Orders, product roadmaps and financial information.
16.2 Protection
Each party will protect the other party’s Confidential Information using at least reasonable care and no less care than it uses to protect its own similar information.
16.3 Permitted disclosure
A party may disclose Confidential Information to its:
employees;
officers;
professional advisers;
affiliates;
insurers;
financiers; and
suppliers or subcontractors,
where those persons need the information for purposes connected with the Agreement and are subject to appropriate confidentiality obligations.
16.4 Exclusions
Confidential Information does not include information which the receiving party can demonstrate:
is or becomes public other than through breach of the Agreement;
was lawfully known to it before disclosure;
is lawfully received from a third party without confidentiality restriction; or
was independently developed without use of the other party’s Confidential Information.
16.5 Required disclosure
A party may disclose Confidential Information where required by law, a regulator or court order.
Where legally permitted, the receiving party will provide reasonable advance notice to the other party.
16.6 Survival
These confidentiality obligations continue after termination for as long as the relevant information remains confidential by its nature.
17. Force majeure
Neither party will be liable for delay or failure to perform an obligation caused by circumstances outside its reasonable control.
Such circumstances may include:
severe weather;
flood;
fire;
natural disaster;
war;
terrorism;
civil disorder;
epidemic or pandemic;
widespread utility failure;
internet or telecommunications network failure;
acts of government or regulators;
supplier or carrier failure outside the affected party’s reasonable control;
cyberattack despite reasonable security measures; or
industrial disputes outside the affected party’s reasonable control.
The affected party must take reasonable steps to mitigate the effects of the event.
A force majeure event does not excuse payment of Charges already due for Services already supplied.
18. Orders and Statements of Work
18.1 Additional Services
The parties may agree Orders or SOWs for additional Services, Products, implementation work or other deliverables.
18.2 Formation
An Order or SOW becomes binding when:
accepted by both parties in the manner specified in the document; or
Tinkle begins providing the relevant Service with the Customer’s agreement,
unless the Order states another acceptance mechanism.
18.3 Specific commercial terms
An Order may specify:
Services;
quantities;
Users;
Charges;
implementation requirements;
a Service Start Date;
a minimum Term;
renewal arrangements;
service levels;
equipment;
third-party commitments; or
other specific commercial terms.
18.4 Fixed terms
A minimum Term applies only where it is expressly stated in an Order or SOW.
The existence of fixed-term Orders does not convert separate standard monthly Tinkle Services into fixed-term Services unless expressly stated.
18.5 Project and cancellation costs
Where you cancel ordered implementation work, equipment, site visits, professional services or other committed work before completion, you must pay:
work already performed;
non-refundable third-party costs;
specially ordered equipment; and
other reasonable and unavoidable costs incurred by Tinkle as a result of the cancellation.
Tinkle will take reasonable steps to mitigate avoidable costs.
19. Complaints
19.1 Raising a complaint
If you are unhappy with the Service, please contact Tinkle so that we can investigate the issue.
General complaints may be sent to hello@tinkle.co.
Technical support issues should normally be raised through the Help Centre or help@tinkle.co.
19.2 Complaints Code
Tinkle will maintain and publish a complaints-handling process where required by Applicable Law and Ofcom rules.
19.3 Alternative Dispute Resolution
Where you are eligible under Ofcom rules, you may have the right to refer an unresolved complaint to Tinkle’s approved Alternative Dispute Resolution scheme.
Details of the applicable ADR scheme, eligibility requirements and referral process will be set out in Tinkle’s current Complaints Code.
Nothing in this clause limits any mandatory regulatory right available to you.
20. Notices
20.1 Written notices
Any notice required under the Agreement must be in writing.
20.2 Notices to Tinkle
Cancellation notices should be sent to:
Other contractual notices may be sent to:
with the subject line “Legal Notice”, or by post to Tinkle’s registered office.
20.3 Notices to the Customer
Tinkle may send contractual notices to:
the primary email address registered on your account;
an administrator email address; or
another address you have designated for contractual notices.
You are responsible for keeping those details current.
20.4 Receipt
An email notice will be treated as received on the next Business Day after transmission unless the sender receives an automated failure notice.
A notice delivered by hand is received when delivered during normal business hours, otherwise on the next Business Day.
A notice sent by prepaid first-class post is treated as received two Business Days after posting.
20.5 Legal proceedings
This clause does not govern formal service of court proceedings or other documents where a different method of service is required by law.
21. General terms
21.1 Assignment by the Customer
You may not assign, transfer, resell, novate or otherwise dispose of any material right or obligation under the Agreement without Tinkle’s prior written consent.
Any attempted transfer does not release you from your obligations unless Tinkle expressly agrees in writing.
21.2 Assignment by Tinkle
Tinkle may assign, transfer or novate all or part of the Agreement to:
an affiliate;
a purchaser of the relevant business or assets; or
another party capable of performing Tinkle’s obligations,
subject to Applicable Law.
Where required, Tinkle will give you reasonable notice.
21.3 Entire agreement
The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes previous discussions, proposals and representations relating to that subject matter.
Each party acknowledges that it has not relied on a statement or representation not contained in the Agreement.
Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
21.4 Variation
No Customer-requested amendment to the Agreement is effective unless agreed in writing by an authorised representative of Tinkle.
An Order or SOW may vary these Terms to the extent expressly stated.
21.5 No waiver
A failure or delay by either party to exercise a right does not waive that right.
A waiver relating to one breach does not constitute a waiver of another breach.
21.6 Severability
If any provision of the Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in force.
Where reasonably possible, the affected provision will be interpreted or modified to preserve its intended commercial effect while making it valid and enforceable.
21.7 No partnership or agency
Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
Neither party may bind the other except where expressly authorised.
21.8 Third-party rights
Except where the Agreement expressly states otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of it.
21.9 Compliance with anti-bribery laws
Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
Neither party will offer, give, request or accept a bribe or other improper payment in connection with the Agreement.
21.10 Governing law
The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.
21.11 Jurisdiction
The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
Tinkle Telecom Ltd
Company No. 11117564
Carrwood Park
Selby Road
Swillington Common
Leeds
West Yorkshire
England
LS15 4LG
TINKLE TELECOM LTD
FIXED -TERMS AND CONDITIONS OF SERVICE
Last updated: 8 September 2026
Effective for new customers: 8 September 2026
Effective for existing customers: 9 October 2026
Version 3.0-FT
These Terms apply where a Tinkle quotation, Order or Statement of Work specifies a Minimum Term.
They should be read together with the relevant Order or SOW. The Order sets out the specific Services, Charges, quantities, Minimum Term and any other commercial terms agreed between Tinkle and the Customer.
Welcome to Tinkle
Tinkle Telecom Ltd is a company registered in England and Wales under company number 11117564, with its registered office at Carrwood Park, Selby Road, Swillington Common, Leeds, West Yorkshire, England, LS15 4LG.
In these Terms, we refer to ourselves as “Tinkle”, “we”, “us” or “our”.
We provide cloud-based business communications, telephony and related software services designed to make it easier for businesses to communicate, collaborate and manage their communications.
These Terms explain the legal relationship between Tinkle and the business purchasing Services under a fixed-term Order.
Important information about the Service
Tinkle is an internet-based communications service. The availability and quality of calls, including emergency calls, can depend on your internet connection, local network, power supply, equipment and device configuration.
If you use Tinkle to make telephone calls, you and your Users should understand the limitations of VoIP services and maintain appropriate alternative means of communication where necessary.
The Service is intended for business use only.
1. Definitions and interpretation
1.1 Definitions
In these Terms:
Agreement means these Terms together with the applicable Order, any applicable SOW, plan details, Fair Use Policy and any other document expressly incorporated into the contract between you and Tinkle.
Applicable Law means all laws, regulations, regulatory requirements, codes and binding rules applicable to the Service or either party, including the Communications Act 2003, applicable Ofcom General Conditions of Entitlement, data protection legislation and telecommunications regulations, in each case as amended from time to time.
Application means the Tinkle website, Tinkle Manager, mobile applications, desktop applications, administration portals and any other software, platform or application made available by or on behalf of Tinkle.
Artificial Inflation of Traffic means traffic generated or arranged primarily to increase call volumes, termination payments, revenue share, usage charges or other telecommunications revenues, including traffic pumping, arbitrage or other abnormal or artificially generated calling patterns.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Charges means all recurring subscription fees, Usage Charges, Premium Feature charges, equipment charges, professional service charges, implementation charges and any other sums payable by you under the Agreement.
Commitment Period means any Minimum Term or subsequent committed Renewal Term applicable to the Service.
Customer, you or your means the business, organisation, sole trader or other business customer entering into the Agreement with Tinkle.
Customer Content means information, recordings, communications, contacts, messages, files, images, audio, audiovisual content, text, configuration information or other data submitted to, transmitted through or stored using the Service by you or your Users.
Customer Equipment means handsets, computers, mobile devices, routers, switches, session border controllers, networking equipment or other hardware not supplied and managed by Tinkle.
Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025 and any other applicable data protection or privacy legislation, in each case as amended, replaced or re-enacted from time to time.
Early Termination Charge means the amount payable under clause 10 if you terminate a Service before the end of an applicable Commitment Period without a contractual, statutory or regulatory right to do so without charge.
Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, service marks, trade names, domain names, rights in software, rights in confidential information, know-how and other intellectual property rights, whether registered or unregistered and wherever arising.
Minimum Commitment means any minimum number of Users, licences, Numbers, Services, connections, usage level or other committed quantity stated in an Order.
Minimum Term means the initial minimum contractual period stated in the applicable Order.
Network means Tinkle’s telecommunications and technology infrastructure together with any third-party networks or infrastructure used to provide the Service.
Number means any telephone number allocated, selected, purchased or ported for use with the Service.
Order means an order, quotation, order form or other ordering document accepted by Tinkle and the Customer which specifies particular Services, Charges, quantities, Products, Minimum Term or other commercial terms.
Premium Feature means any optional feature, add-on or enhanced functionality subject to additional Charges.
Renewal Term means any further Commitment Period entered into after the Minimum Term.
Service or Services means the communications, telephony, software, messaging, recording, analytics, integration, AI or related services provided by Tinkle, including any Services described in an Order or SOW.
Service Start Date means the date specified in the Order or, if none is specified, the date on which the relevant Service is first activated and available for use.
SOW means a Statement of Work agreed between Tinkle and the Customer.
Term means the Minimum Term together with any Renewal Term and any subsequent period during which the Service continues.
UK GDPR means Regulation (EU) 2016/679 as it forms part of UK domestic law, as amended from time to time.
Usage Charges means Charges calculated according to use of the Service, including call, messaging, international, premium, AI or other metered usage.
User means an individual authorised by you to access or use the Service.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation.
References to legislation include amendments, replacements and subordinate legislation made under it.
Words in the singular include the plural and vice versa.
References to “including” or “includes” do not limit the words that follow them.
1.3 Order of precedence
If there is a conflict between documents forming the Agreement, the following order applies:
the applicable Order or SOW;
these Terms;
any applicable plan, tariff or Fair Use Policy; and
other documents expressly incorporated into the Agreement.
An Order or SOW overrides these Terms only in relation to the particular Services covered by that Order or SOW and only to the extent of the inconsistency.
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as a Controller. It does not form part of the Agreement unless expressly stated otherwise.
2. The Agreement and our Service
2.1 Entering into the Agreement
You enter into the Agreement when you:
sign or electronically accept an Order or SOW;
otherwise expressly accept an Order or quotation;
instruct Tinkle to begin providing the Services following receipt of the Order and these Terms; or
begin using Services ordered on your behalf where it is clear that the Services are being provided under the Order.
Where an Order requires signature or another specified acceptance process, that process will take precedence.
2.2 Business customers only
The Service is supplied for business purposes only.
By entering into the Agreement, you confirm that:
you are acting wholly or mainly for purposes relating to your trade, business, craft or profession;
the person accepting the Agreement on your behalf is at least 18 years old; and
that person has authority to bind the Customer.
Nothing in these Terms excludes any statutory or regulatory rights that apply to you and cannot lawfully be excluded.
2.3 Pre-contract information
Before entering into the Agreement, you should review:
the Order;
these Terms;
applicable pricing information;
any relevant SOW; and
any Contract Information or Contract Summary which Tinkle is required to provide under Applicable Law.
Where Applicable Law requires Tinkle to provide particular pre-contract information or obtain specific consent before you become bound, those requirements will apply.
You must provide accurate information if Tinkle asks you about the size or nature of your organisation for the purpose of determining which regulatory protections apply.
2.4 Providing the Service
Subject to you complying with the Agreement and paying the Charges, Tinkle will provide the Service with reasonable care and skill.
We may use affiliates, telecommunications carriers, cloud providers, software suppliers and other subcontractors to provide all or part of the Service.
2.5 Right to use the Service
During the Term, Tinkle grants you a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service for your own internal business purposes.
This right does not permit you to resell or commercially exploit the Service unless Tinkle has expressly authorised this in writing.
2.6 Support
Support is available through Tinkle’s Help Centre, Application and support channels.
Unless an Order or applicable service level expressly states otherwise, support is provided during Tinkle’s published support hours.
Support queries may be sent to help@tinkle.co.
2.7 Service changes
Tinkle continually develops the Service and may make reasonable changes to functionality, interfaces, underlying technology or suppliers where those changes do not materially reduce the overall functionality of the Service you have purchased.
We may also make changes where reasonably necessary for security, legal, regulatory or technical reasons.
2.8 Changes to these Terms
Tinkle may update these Terms from time to time.
Where a proposed contractual change is not exclusively to your benefit and Applicable Law or Ofcom’s General Conditions require notice, Tinkle will:
give you at least the notice required by Applicable Law, which will ordinarily be not less than one month;
explain the relevant change clearly; and
tell you about any applicable right to terminate the affected Service without an Early Termination Charge.
Changes which are exclusively beneficial, purely administrative with no negative effect, or directly required by law may be made without providing a termination right where Applicable Law permits this.
Nothing in this clause allows Tinkle to remove a regulatory right which you would otherwise have.
3. Your responsibilities and acceptable use
3.1 Lawful use
You must use the Service only for lawful business purposes and in accordance with the Agreement and Applicable Law.
3.2 Prohibited use
You must not, and must ensure your Users do not:
a. use the Service to transmit unlawful, fraudulent, defamatory, threatening, obscene or otherwise illegal material;
b. infringe another person’s Intellectual Property Rights, privacy rights or other legal rights;
c. impersonate another person or organisation or deliberately misrepresent the identity or origin of a communication;
d. commit or facilitate fraud, telecommunications fraud, toll fraud or unauthorised access;
e. generate Artificial Inflation of Traffic;
f. use the Service for unlawful robocalling, unlawful automated marketing or unlawful unsolicited communications;
g. interfere with, damage or disrupt the Service, Network or another customer’s use of them;
h. attempt to obtain unauthorised access to the Service, Network, software, source code, systems or accounts;
i. introduce malware, malicious code or other harmful technology;
j. use the Service in a way which could reasonably cause Tinkle, its suppliers or telecommunications carriers to breach Applicable Law or regulatory requirements; or
k. use the Service to provide telecommunications services to third parties unless Tinkle has expressly agreed to this in writing.
3.3 Fair and reasonable use
Where a Service or tariff includes inclusive or unlimited usage, that usage remains subject to the applicable Fair Use Policy and any restrictions stated on the relevant tariff or Order.
You must not use the Service in a way which:
is materially inconsistent with normal business communications use;
places an unreasonable or disproportionate load on Tinkle’s Network;
involves traffic pumping or Artificial Inflation of Traffic;
uses large-scale automated calling, call blasting or dialling contrary to the applicable tariff; or
is designed primarily to exploit inclusive usage rather than communicate with genuine end users.
Where we reasonably identify excessive, abnormal or abusive usage, we may investigate the usage and, where appropriate:
restrict the relevant feature;
apply the applicable metered Usage Charges;
move the affected usage to an appropriate tariff; or
suspend the affected activity.
We will act reasonably when exercising these rights.
3.4 Marketing calls and messages
You are responsible for ensuring that all marketing communications made using the Service comply with Applicable Law.
This includes, where applicable:
screening telephone numbers against the Telephone Preference Service and Corporate Telephone Preference Service;
maintaining your own suppression or “do not call” lists;
obtaining consent where consent is legally required;
complying with rules relating to automated marketing calls; and
displaying appropriate caller identification and providing required contact information.
Any TPS, CTPS, screening, blocking or compliance functionality provided by Tinkle is a tool to assist you. It does not transfer legal responsibility for your marketing activity to Tinkle.
3.5 Customer information
You must ensure that information you provide to Tinkle is accurate, complete and kept up to date, including:
your business details;
administrator details;
billing information;
contact details;
service addresses; and
emergency caller location information.
You must promptly update information which changes.
3.6 Customer Content
You are responsible for Customer Content and must ensure that you have all rights, licences, permissions, notices and lawful bases required to use, store, transmit or process that Customer Content through the Service.
Tinkle does not routinely review Customer Content.
We may remove, restrict or disable access to Customer Content where we reasonably believe this is required by law, a regulator, court order, security requirement or because the content materially breaches the Agreement.
3.7 Your Users
You are responsible for:
deciding who may become a User;
administering User access;
ensuring Users understand applicable Service restrictions;
ensuring Users comply with the Agreement; and
all activity carried out through your account by your Users.
A breach by a User will be treated as a breach by the Customer.
3.8 Account sharing
Individual User credentials must not be shared between people.
Each person requiring access to the Service should use their own authorised User account.
3.9 Licences and permissions
You are responsible for obtaining any licences, permissions or consents required for your use of the Service, including those relating to call recording, monitoring, music, marketing communications and Customer Content.
3.10 Cooperation
You must provide reasonable information and cooperation required by Tinkle to:
activate or maintain the Service;
complete onboarding or migration;
investigate faults;
respond to regulatory or legal requirements;
investigate fraud or security incidents; or
resolve issues caused by Customer Equipment or your network.
3.11 Customer references
Unless you ask us not to, Tinkle may identify you as a customer and display your business name and logo in customer lists or similar marketing materials.
We will obtain your approval before publishing a detailed case study, testimonial or announcement specifically about your organisation.
4. Emergency calling
4.1 Access to emergency services
Where a Tinkle Service supports outbound public telephone calls, Tinkle provides access to UK emergency services using 999 and 112 in accordance with Applicable Law.
4.2 VoIP limitations
Tinkle is an internet-based service.
Emergency calling may not work if there is:
a power failure;
an internet or broadband failure;
a local network failure;
a device failure;
an incorrectly configured device;
a failure of Customer Equipment; or
another interruption preventing access to the Service.
You should maintain appropriate alternative means of contacting emergency services, particularly where continuous telephone availability is important to your organisation.
4.3 Emergency location information
You must provide accurate location information for Users who may make Emergency Calls.
You must update that information whenever the relevant location changes.
Where different Users normally use the Service from different locations, appropriate location information should be maintained for those Users.
4.4 Nomadic use
Because Tinkle can be used from different physical locations, emergency services may not automatically be able to determine a caller’s current physical location.
Users making an Emergency Call should therefore be prepared to confirm their location verbally.
Tinkle may provide registered or technically available caller-location information to emergency organisations in accordance with Applicable Law.
4.5 Customer responsibility
You are responsible for making Users aware:
that Tinkle is a VoIP service;
of the emergency calling limitations described above; and
of the need to keep emergency location information accurate.
5. Telephone numbers and porting
5.1 Number allocation
Tinkle may allocate a Number to you or allow you to select or port a Number for use with the Service.
The allocation of a Number gives you the right to use it while the relevant Service remains active, subject to Applicable Law. It does not transfer ownership of that Number to you.
5.2 Number availability
Numbers are subject to availability, regulatory requirements and the requirements of the relevant telecommunications carrier.
Tinkle cannot guarantee that a particular Number will remain available indefinitely where a change is required by a regulator, numbering authority or carrier.
5.3 Testing
You are responsible for testing Numbers, call routing, devices and other relevant configuration following activation or changes to the Service.
You should notify Tinkle promptly if you identify a problem.
5.4 Porting Numbers to Tinkle
Requests to port existing Numbers to Tinkle are subject to:
successful validation;
availability of porting arrangements with the relevant networks;
provision of accurate information and authority by you; and
completion of any required documentation.
Porting requests may be submitted using Tinkle’s published porting process or by contacting porting@tinkle.co.
Tinkle will not impose a direct charge for number porting where such a charge is prohibited by Applicable Law or Ofcom requirements.
Where additional configuration, onboarding, project management, hardware or professional services are required in connection with a migration, those services may be charged separately where agreed with you in advance.
5.5 Porting Numbers away from Tinkle
If you wish to move a Number to another provider, you should normally initiate the port through your new provider.
Tinkle will provide reasonable cooperation and information required to facilitate a valid porting request.
Porting a Number does not remove any contractual obligation to pay Charges, Minimum Commitments or valid Early Termination Charges relating to the underlying Service.
Any such Charges arise from the Service contract and not from the act of porting the Number itself.
5.6 Porting after termination
Any right to port a Number following termination will continue for the period required by Applicable Law.
You should initiate any required port before that right expires.
5.7 Loss of Numbers
If the Service ends and you do not exercise an available right to port a Number, Tinkle may release or reallocate that Number after any applicable regulatory retention period.
Tinkle cannot guarantee that a released Number can later be recovered.
6. Fixed-Term Services, quantities and additional features
6.1 Tinkle plans and Services
Fixed-term Orders may include Tinkle plans and Services including:
Tinkle Go;
Tinkle Unlimited;
Tinkle Anywhere;
Microsoft Teams services;
connectivity;
hardware;
contact-centre or AI Services;
integrations;
professional services; and
other Services introduced from time to time.
The Order determines which Services you have purchased.
6.2 Minimum Term
The Service is supplied for the Minimum Term stated in the Order.
You are committing to purchase and pay for the relevant Service for that Minimum Term, subject to any statutory, regulatory or contractual termination rights.
The Minimum Term normally begins on the Service Start Date unless the Order expressly states otherwise.
6.3 Minimum Commitments
Where an Order contains a Minimum Commitment, you agree to pay at least the Charges associated with that Minimum Commitment throughout the applicable Commitment Period.
Actual usage or quantities above the Minimum Commitment will be charged in addition at the rates set out in the Order or applicable tariff.
Reducing actual usage does not reduce the Minimum Commitment.
6.4 Reducing Users or Services
Unless Tinkle agrees otherwise in writing, removing or disabling Users, licences, Numbers or other Services during a Commitment Period does not reduce:
the Minimum Commitment;
recurring Charges associated with that Minimum Commitment; or
your other contractual commitments.
A reduction agreed by Tinkle may take effect from a date specified by Tinkle and may be subject to revised pricing.
6.5 Additional Users and Services
You may request additional Users, licences, Numbers, features or Services during the Term.
Unless otherwise agreed:
additional recurring Services may be aligned or “co-termed” to the end date of the existing Commitment Period;
Charges for additional Services begin when those Services are activated;
additional quantities do not reduce existing Minimum Commitments; and
adding Services will not extend an existing Commitment Period where Applicable Law requires your express consent to such an extension unless that consent has been obtained.
An additional Order may specify a separate Minimum Term.
6.6 Call recording and monitoring
Where the Service allows calls to be recorded, monitored, listened to, whispered into, barged into, transcribed or otherwise analysed, you are responsible for ensuring that your use of those features is lawful.
This includes responsibility for:
establishing an appropriate lawful basis;
providing required privacy information;
informing employees, Users and callers where required;
complying with Data Protection Laws;
complying with applicable interception and monitoring laws; and
determining appropriate retention periods.
Tinkle provides the technical functionality but does not determine whether your particular recording or monitoring activity is lawful.
6.7 Recording and message retention
Retention periods for call recordings, voicemails, messages, call logs and other Customer Content may differ according to your plan, feature, Order or applicable retention policy.
The applicable retention information shown in the Application, plan information or Order forms part of the Service specification.
You are responsible for exporting any Customer Content you need to retain outside the applicable retention period.
Deleting a User may also permanently delete recordings, messages or other information associated solely with that User. You should export required information before deleting Users.
Unless an Order expressly provides an archival commitment, Tinkle does not provide the Service as a permanent archive or backup system.
6.8 AI and automated features
Some Tinkle Services may use artificial intelligence, machine learning or other automated technology to provide features such as transcription, summaries, sentiment analysis, recommendations, classifications or automated actions.
Outputs generated using such technology may contain errors or omissions.
You remain responsible for reviewing outputs before relying upon them or using them to make material business, legal, regulatory, financial, employment, health, safety or other significant decisions.
Customer Content processed through these features remains subject to clause 15 and any additional feature-specific terms disclosed to you.
6.9 Service communications
Tinkle may send operational communications relating to:
your account;
billing;
security;
faults or outages;
regulatory matters;
changes to the Service;
expiry or renewal of a Commitment Period;
changes to the Agreement; and
other information reasonably necessary to provide the Service.
You cannot opt out of communications reasonably necessary to administer or provide the Service.
6.10 Marketing communications
Where permitted by Applicable Law and your marketing preferences, Tinkle may send you information about other products, features and services.
You may opt out of marketing communications at any time.
7. Bring Your Own Device and Customer Equipment
7.1 Customer Equipment
You may use Customer Equipment with the Service where technically supported.
Use of Customer Equipment is at your own risk.
7.2 Compatibility
Tinkle does not guarantee compatibility with every handset, router, device, SBC, operating system, firmware version or network configuration.
You are responsible for ensuring Customer Equipment:
meets any technical requirements published by Tinkle;
is correctly configured;
is maintained in good working order;
is connected to a suitable internet service;
receives appropriate security and firmware updates; and
complies with Applicable Law.
Tinkle may publish lists of supported, recommended or certified equipment.
7.3 Service levels
A failure, degradation or interruption caused wholly or partly by:
Customer Equipment;
your LAN, Wi-Fi or firewall;
your internet provider;
third-party connectivity;
incorrect configuration;
unsupported firmware; or
other infrastructure outside Tinkle’s reasonable control,
does not constitute a failure of the Tinkle Service for the purpose of an SLA or service-credit commitment.
Unless an Order states otherwise, availability commitments apply to the relevant Tinkle platform components and not to Customer Equipment or third-party networks.
7.4 Support limitations
Where Customer Equipment is used, Tinkle’s normal support obligation is limited to reasonable assistance in identifying whether the fault originates within the Tinkle Service.
Unless separately agreed, Tinkle is not responsible for configuring, repairing or maintaining Customer Equipment.
We may ask you to disconnect, replace, upgrade or reconfigure Customer Equipment as part of fault isolation.
Where substantial investigation is required and the fault is subsequently shown to be caused by Customer Equipment or your infrastructure, Tinkle may charge for that investigation where the possibility and basis of the charge was made clear to you.
7.5 Security
You are responsible for the security of Customer Equipment, including:
passwords and credentials;
firmware;
firewall rules;
network configuration;
physical security; and
preventing unauthorised use.
Tinkle is not responsible for fraud, toll misuse, unauthorised calls, data loss or security incidents to the extent caused by insecure, compromised or incorrectly configured Customer Equipment.
7.6 Emergency calls
Use of Customer Equipment may affect emergency calling where the device, local network, internet connection or power supply is unavailable or incorrectly configured.
You are responsible for ensuring appropriate backup arrangements exist.
7.7 No equipment warranty
Tinkle gives no warranty in relation to Customer Equipment.
Any equipment supplied directly by Tinkle is subject to the applicable Order, product warranty and returns terms.
8. Security
8.1 Credentials
You are responsible for keeping usernames, passwords, authentication links, QR codes and other security credentials secure.
You must not knowingly disclose credentials to unauthorised persons.
8.2 Account administration
You are responsible for configuring appropriate User permissions and promptly removing access for Users who no longer require the Service.
Removing a User does not automatically reduce any Minimum Commitment.
8.3 Security incidents
You must notify Tinkle promptly if you become aware of:
compromised credentials;
unauthorised account access;
suspected fraud;
abnormal call activity; or
another security incident relating to the Service.
8.4 Security controls
You must not attempt to:
bypass security controls;
probe or scan the Service without authorisation;
reverse engineer the Service except where a right to do so cannot lawfully be excluded;
access source code;
access another customer’s information; or
interfere with the security or integrity of the Network.
8.5 Suspension for security reasons
Tinkle may immediately restrict or suspend all or part of the Service where reasonably necessary to:
respond to an actual or suspected security incident;
prevent fraud;
protect the Network;
mitigate a DDoS or similar attack;
comply with a legal or regulatory obligation; or
protect Tinkle, its customers or suppliers from material harm.
Where reasonably possible, we will tell you about the suspension and restore the affected Service once the relevant risk has been addressed.
A suspension under this clause does not relieve you of Charges during the suspension where the suspension results from your breach, acts, omissions, systems or Users.
9. Charges and payment
9.1 Charges
You must pay the Charges stated in the Order and any additional Charges properly incurred under the Agreement.
9.2 VAT and taxes
Unless expressly stated otherwise, Charges are exclusive of VAT and any other applicable taxes, duties or levies.
Applicable VAT will be added to invoices.
9.3 Billing
Unless the Order states otherwise:
recurring subscription Charges are billed monthly in advance;
Usage Charges and other variable Charges may be billed in arrears; and
one-off, equipment and implementation Charges may be invoiced when ordered, dispatched, delivered or completed as appropriate.
9.4 Payment Method
You must maintain the payment arrangement stated in the Order or otherwise agreed with Tinkle.
Tinkle may support payment by card, Direct Debit, bank transfer or another approved payment method.
9.5 Minimum Commitment Charges
Throughout each applicable Commitment Period, you must pay at least the recurring Charges associated with the Minimum Commitment specified in the Order.
This applies whether or not you use the whole of that Minimum Commitment.
9.6 Usage Charges
You are responsible for Usage Charges incurred through your account, including usage generated by authorised Users.
Usage exceeding an inclusive allowance or Minimum Commitment will be charged at the applicable Usage Rates.
You should notify us promptly if you believe usage is fraudulent or unauthorised.
9.7 Agreed in-contract price changes
Where recurring Charges are scheduled to change during a Commitment Period, the applicable Order should state the price and timing of those changes.
Where Applicable Law requires a future subscription price to be stated in pounds and pence before the Agreement is entered into, the Order or associated Contract Information will do so.
A price change expressly agreed as part of the Order does not give rise to an additional termination right when it takes effect unless Applicable Law provides otherwise.
9.8 Other price changes
Tinkle may change Charges which were not expressly fixed for the whole Commitment Period, including Usage Rates, optional services and other variable Charges, by giving appropriate advance notice.
Where such a change constitutes a contractual modification for which Applicable Law requires a right to terminate, Tinkle will provide that right in accordance with clause 2.8.
Taxes, regulatory charges or other amounts directly imposed by law may be passed through where permitted by Applicable Law.
9.9 Changes to quantities
Additional Users, Services and Premium Features may be charged on a pro-rata basis from activation.
Removing Users or Services does not reduce Minimum Commitment Charges except where Tinkle expressly agrees otherwise.
9.10 Non-payment
If a payment is overdue, declined, reversed or subject to a chargeback, Tinkle may:
contact you requesting payment;
restrict chargeable features;
apply reasonable credit controls;
suspend the Service; or
terminate the affected Service in accordance with clause 10.
Any action relating to debt or disconnection will remain subject to applicable regulatory obligations.
9.11 Fraudulent payments
Where Tinkle reasonably suspects payment fraud, unauthorised payment activity or abuse, we may suspend the Service immediately while the issue is investigated.
9.12 Reinstatement
Where a Service has been suspended for non-payment, Tinkle may restore the Service once outstanding sums have been paid and an acceptable payment arrangement is in place.
Restoration remains subject to the continued availability of relevant Numbers, licences and third-party services.
9.13 Late payment interest and recovery costs
Where an undisputed commercial payment is overdue, Tinkle may exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998, including claiming applicable statutory interest, fixed compensation and reasonable recovery costs.
9.14 Refunds
Except where the Agreement or Applicable Law expressly provides otherwise, Charges properly incurred are non-refundable.
9.15 Billing queries
You should raise any billing query promptly after receiving the relevant invoice.
Raising a query does not remove your obligation to pay undisputed amounts when due.
9.16 No set-off
Unless required by law, you must pay undisputed Charges without deduction, counterclaim or set-off.
10. Term, renewal, suspension and termination
10.1 Minimum Term
Each fixed-term Service continues for the Minimum Term stated in its Order.
You cannot terminate a fixed-term Service for convenience during its Commitment Period without paying the applicable Early Termination Charge unless:
the Order expressly permits termination;
Tinkle agrees otherwise in writing; or
you have a statutory or regulatory right to terminate without that charge.
10.2 Notice before the end of a Commitment Period
Tinkle will provide any end-of-contract or best-tariff information required by Applicable Law or Ofcom’s General Conditions.
Any such notification does not itself cancel the Service.
Where you wish to prevent an automatic renewal which is permitted under the Agreement, you must give any applicable notice described below.
10.3 Renewal — customers requiring express consent
Where Applicable Law requires Tinkle to obtain your consent before placing you into a new Commitment Period, including where applicable for certain businesses with ten or fewer people working for them:
you will not automatically become committed to a new fixed Renewal Term without the required consent;
Tinkle may invite you to enter into a new fixed-term Order; and
if no new Commitment Period is agreed, the Service may continue outside its original Commitment Period on a rolling basis at the applicable out-of-contract or then-current Charges until terminated in accordance with the applicable cancellation arrangements.
Where Applicable Law limits the maximum Commitment Period available to a particular Customer, the Agreement will be interpreted subject to that maximum.
10.4 Renewal — other business customers
Where:
Applicable Law permits automatic renewal into another Commitment Period; and
the Order states that automatic renewal applies,
the Service will automatically renew at the end of the Minimum Term for successive 12-month Renewal Terms, unless either party gives at least 60 days’ written notice before the end of the then-current Commitment Period.
An Order may specify a different Renewal Term or notice period, in which case the Order will prevail.
If an Order does not state that automatic renewal applies, no new fixed Commitment Period will arise merely because the Service continues beyond the Minimum Term.
10.5 Out-of-contract continuation
Where a fixed Commitment Period expires without a new Commitment Period taking effect, Tinkle may continue providing the Service on a rolling basis.
The applicable Charges may be:
those stated in the Order for post-commitment use; or
if none are stated, Tinkle’s then-current applicable Charges.
Tinkle will comply with any notification or pricing requirements imposed by Applicable Law.
10.6 Early termination by the Customer
If you terminate a fixed-term Service for convenience before the end of its Commitment Period and have no contractual, statutory or regulatory right to terminate without charge, an Early Termination Charge will become payable.
Unless the Order specifies another lawful calculation, the Early Termination Charge will comprise:
a. the recurring Minimum Commitment Charges which would otherwise have become payable for the remainder of the Commitment Period;
less
b. costs which Tinkle reasonably avoids as a direct result of the early termination;
plus
c. any non-cancellable or unrecovered third-party, carrier, licence, equipment, implementation, installation, finance, professional service or project costs reasonably committed by Tinkle in supplying the Service.
Tinkle may provide a calculation of the Early Termination Charge on request.
Nothing in this clause requires payment of an Early Termination Charge where Applicable Law gives you the right to terminate the affected Service without such a charge.
10.7 Termination by Tinkle for breach
Tinkle may terminate all or part of the Agreement by written notice if you commit a material breach which:
a. cannot reasonably be remedied; or
b. can be remedied but is not remedied within seven days after Tinkle gives you written notice requiring it to be remedied.
10.8 Immediate termination or suspension
Tinkle may suspend or terminate the affected Service immediately where reasonably necessary because of:
fraud or suspected fraud;
unlawful use;
Artificial Inflation of Traffic;
a serious security incident;
deliberate interference with the Network;
repeated material breaches;
use creating a material regulatory risk for Tinkle;
a fraudulent payment or chargeback;
insolvency; or
a legal or regulatory requirement.
Where termination results from your material breach, Charges and any applicable Early Termination Charge remain payable.
10.9 Insolvency
Tinkle may terminate the Agreement if you:
become unable to pay your debts as they fall due;
enter administration, liquidation or a company voluntary arrangement;
have a receiver or administrator appointed over a material part of your assets;
cease or threaten to cease carrying on a material part of your business; or
become subject to an equivalent insolvency event.
10.10 Non-payment
Tinkle may terminate a Service where an undisputed amount remains unpaid for seven days after written notice that payment is overdue.
This does not prevent an earlier suspension where permitted under clause 9 or where reasonably necessary to prevent fraud or further loss.
Where Tinkle terminates because of your non-payment or other material breach during a Commitment Period, the applicable Early Termination Charge may become payable.
10.11 Tinkle termination for convenience
Unless an Order states otherwise, Tinkle will not terminate a fixed-term Service for convenience during a Commitment Period.
Tinkle may give notice that it does not wish to continue a Service beyond the end of the then-current Commitment Period.
Tinkle may nevertheless terminate or modify a Service where required by law, regulation or circumstances giving rise to another termination right under the Agreement.
10.12 Consequences of termination
When the Agreement or a Service ends:
your right to use the affected Service ends;
outstanding Charges become payable;
any applicable Early Termination Charge becomes payable;
you must return any Tinkle-owned equipment where required;
your rights in Numbers are subject to clause 5; and
Customer Content will be handled in accordance with clause 15 and the applicable retention arrangements.
10.13 Exporting Customer Content
You are responsible for exporting Customer Content you need before terminating the Service or deleting Users.
Tinkle does not guarantee continued access to Customer Content after termination except where an Order, retention policy or Applicable Law expressly requires it.
10.14 Accrued rights
Termination does not affect rights, liabilities or payment obligations which arose before termination.
Clauses intended by their nature to survive termination will continue to apply.
11. Service availability and warranties
11.1 Reasonable care and skill
Tinkle will provide the Service with reasonable care and skill.
11.2 Internet and third-party dependencies
You acknowledge that the Service depends on telecommunications networks, internet connectivity, cloud infrastructure, devices and third-party technology which may be outside Tinkle’s direct control.
11.3 No uninterrupted-service warranty
Unless an applicable SLA expressly states otherwise, Tinkle does not warrant that the Service will:
be uninterrupted;
be completely error-free;
operate without latency or degradation;
be compatible with every system or device; or
be permanently free of viruses, security threats or third-party failures.
11.4 Maintenance
Tinkle may carry out planned or emergency maintenance.
Where reasonably practicable, we will give advance notice of planned maintenance expected to materially affect the Service.
11.5 Third-party services
Where the Service integrates with third-party software, carriers or platforms, the availability and functionality of those third-party services may be subject to the third party’s own terms and technical limitations.
Tinkle is not responsible for changes made by a third party which are outside Tinkle’s reasonable control.
11.6 Implied terms
To the maximum extent permitted by law, all warranties, conditions and terms which would otherwise be implied into the Agreement are excluded except to the extent they cannot lawfully be excluded.
12. Limitation of liability
12.1 Liabilities that are not limited
Nothing in the Agreement excludes or limits either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability which cannot lawfully be excluded or limited.
12.2 Excluded losses
Subject to clause 12.1, Tinkle will not be liable for:
loss of profit;
loss of revenue;
loss of business;
loss of contracts;
loss of opportunity;
loss of anticipated savings;
loss of goodwill or reputation; or
indirect or consequential loss,
whether arising in contract, tort including negligence, breach of statutory duty or otherwise.
12.3 Aggregate liability cap
Subject to clause 12.1, Tinkle’s total aggregate liability arising out of or in connection with the Agreement in any twelve-month period will not exceed the total Charges paid or payable by you for the affected Service during the twelve months immediately preceding the event giving rise to the claim.
Where the affected Service has been provided for less than twelve months, the cap will be calculated by reference to the Charges paid or payable from the Service Start Date to the date of the relevant event.
12.4 Customer systems and connectivity
Tinkle is not liable to the extent a loss is caused by:
Customer Equipment;
your internet connection;
your network;
your configuration;
unauthorised use of your credentials;
your failure to follow reasonable instructions;
a third-party platform outside Tinkle’s reasonable control; or
your failure to maintain an appropriate backup or alternative communication method.
12.5 Customer Content and recordings
Tinkle is not liable for loss of Customer Content where that loss results from:
expiry of a disclosed retention period;
deletion of a User or account by you;
your failure to export information before termination;
Customer Equipment;
your actions or configuration; or
circumstances otherwise excluded by this Agreement.
This does not exclude liability where the loss results directly from Tinkle’s breach of an express contractual obligation and liability cannot otherwise be excluded under this clause.
12.6 Payment obligations and indemnities
Nothing in this clause limits your obligation to:
pay Charges properly due;
meet a Minimum Commitment; or
pay a valid Early Termination Charge.
Unless an Order expressly states otherwise, the Customer indemnities in the Agreement are not limited by clause 12.3.
13. Intellectual Property Rights
13.1 Customer Intellectual Property
As between the parties, Intellectual Property Rights in Customer Content remain owned by you or your licensors.
13.2 Tinkle Intellectual Property
Tinkle and its licensors retain all Intellectual Property Rights in:
the Service;
Application;
Software;
APIs;
documentation;
designs;
workflows;
databases;
technology;
know-how;
improvements; and
other material developed or supplied by or on behalf of Tinkle.
No rights are transferred to you except the limited rights expressly granted by the Agreement.
13.3 Licence to Customer Content
You grant Tinkle a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, transmit, process, display and otherwise use Customer Content solely to the extent reasonably necessary to:
provide the Service;
secure and maintain the Service;
provide support;
comply with your instructions; and
comply with Applicable Law.
Tinkle may sublicense these rights to its authorised suppliers and subprocessors only to the extent required to provide the Service.
13.4 Licence to Tinkle technology
Tinkle grants you a limited, non-exclusive, non-transferable licence during the Term to use Tinkle software and documentation only as necessary to receive the Service.
13.5 Feedback
If you voluntarily provide suggestions or feedback about the Service, Tinkle may use that feedback to develop and improve its products and services without restriction or payment, provided Tinkle does not disclose your Confidential Information in doing so.
14. Third-party claims and indemnity
14.1 Customer responsibility
You remain responsible for transactions, communications and relationships between you, your Users and third parties using or arising from your use of the Service.
Tinkle is not a party to those transactions merely because the Service facilitated a communication.
14.2 Customer indemnity
You will indemnify Tinkle against third-party claims, losses, damages, reasonable legal costs and expenses to the extent they arise from:
Customer Content infringing third-party rights;
your unlawful use of the Service;
your breach of clause 3;
unlawful marketing, recording or monitoring carried out by you;
fraud or misuse originating from your organisation or Users; or
your breach of Data Protection Laws where Tinkle has processed Personal Data in accordance with your lawful instructions.
14.3 Conduct of claims
Where Tinkle seeks to rely on the indemnity:
Tinkle will notify you of the relevant claim within a reasonable period after becoming aware of it;
you must provide reasonable assistance;
Tinkle will not unreasonably prejudice your position; and
any settlement which requires an admission of liability by you will require your consent, not to be unreasonably withheld or delayed.
15. Data protection
15.1 Compliance
Each party will comply with Data Protection Laws applicable to it.
This clause supplements and does not replace either party’s obligations under Data Protection Laws.
15.2 Different data protection roles
The parties acknowledge that Tinkle may process Personal Data in different capacities depending on the processing activity.
Where Tinkle processes Personal Data solely on the Customer’s behalf in providing configurable Service functionality, such as storing Customer contacts, recordings, messages or similar Customer Content:
the Customer will normally act as Controller; and
Tinkle will normally act as Processor.
Tinkle may separately act as a Controller where it processes Personal Data for its own legitimate business, regulatory or legal purposes, including:
managing customer accounts;
billing and payment;
fraud prevention;
network and information security;
service administration;
meeting telecommunications obligations;
emergency-service requirements;
legal compliance; and
other purposes described in Tinkle’s Privacy and Cookies Policy.
15.3 Processor details
Where Tinkle acts as Processor:
Subject matter: Personal Data processed as part of providing the Service.
Duration: The Term and any applicable post-termination retention period.
Purpose: Providing, securing, supporting and maintaining the Service in accordance with the Agreement and Customer instructions.
Data Subjects may include: Users, Customer personnel, business contacts, callers, call recipients, message participants and other individuals whose Personal Data is provided through the Service.
Personal Data may include: names, usernames, contact information, telephone numbers, account information, communications metadata, call records, messages, recordings, transcripts, contact records and other Customer Content containing Personal Data.
15.4 Documented instructions
The Agreement, applicable Orders, your configuration of the Service and documented instructions given through authorised support channels together constitute your documented instructions to Tinkle.
Tinkle will process Personal Data only on those instructions unless required to do otherwise by Applicable Law.
Where legally permitted, Tinkle will inform you if it is required by law to process Personal Data outside your instructions.
15.5 Confidentiality
Tinkle will ensure that personnel authorised to process Personal Data are subject to appropriate confidentiality obligations.
15.6 Security
Tinkle will maintain appropriate technical and organisational measures designed to protect Personal Data, taking into account:
the state of the art;
implementation costs;
the nature and scope of processing;
the context and purpose of processing; and
the risks to Data Subjects.
15.7 Subprocessors
You give Tinkle general written authorisation to appoint subprocessors required to provide the Service.
Tinkle will require each subprocessor processing Personal Data on Tinkle’s behalf to enter into appropriate data protection obligations.
Where required by Data Protection Laws, Tinkle will provide reasonable notice of a new material subprocessor.
If you have a reasonable data protection objection to a new subprocessor, you must notify Tinkle promptly.
The parties will attempt in good faith to resolve the objection. If no reasonable solution is available, you may terminate the affected Service where required by Data Protection Laws.
15.8 International transfers
Where Tinkle transfers Personal Data outside the United Kingdom, it will ensure that the transfer is made using a lawful transfer mechanism required by Data Protection Laws.
15.9 Data Subject rights
Taking into account the nature of the processing, Tinkle will provide reasonable assistance to help you respond to requests by Data Subjects exercising rights under Data Protection Laws.
15.10 Security incidents and Personal Data Breaches
Tinkle will notify you without undue delay after becoming aware of a Personal Data Breach affecting Personal Data for which Tinkle acts as your Processor.
Tinkle will provide information reasonably available to it to assist you in meeting applicable breach-notification obligations.
15.11 DPIAs and regulatory consultations
Tinkle will provide reasonable assistance with data protection impact assessments and consultations with supervisory authorities where the assistance relates directly to processing carried out by Tinkle on your behalf.
15.12 Deletion and return
Following termination of the relevant Service, Tinkle will delete or return Personal Data processed as Processor in accordance with:
your reasonable instructions;
the applicable Service retention arrangements; and
Data Protection Laws.
Tinkle may retain information where required by law or where it remains temporarily within secure backup systems, provided it remains protected and is not used for other purposes.
15.13 Audits
Tinkle will make information reasonably necessary to demonstrate compliance with its Processor obligations available to you.
Where additional audit activity is reasonably required by Data Protection Laws, it will:
take place on reasonable notice;
avoid unnecessary disruption;
be subject to appropriate confidentiality and security requirements; and
normally be at the Customer’s cost unless the audit identifies a material breach by Tinkle.
Tinkle may satisfy reasonable audit requirements by providing appropriate independent audit reports, certifications or security documentation where sufficient.
15.14 Unlawful instructions
Tinkle may refuse or suspend an instruction which it reasonably believes would breach Data Protection Laws.
Where appropriate, Tinkle will inform you of its concern so that the parties can attempt to agree a lawful alternative.
15.15 Customer obligations
Where you act as Controller, you are responsible for ensuring:
you have a lawful basis for Processing;
required transparency information has been provided;
any required consent has been obtained;
Special Category Personal Data is processed only where an appropriate Article 9 condition applies;
recordings and monitoring are lawful;
Customer Content is collected and provided lawfully; and
your instructions to Tinkle comply with Data Protection Laws.
15.16 Privacy Policy
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as Controller.
16. Confidentiality
16.1 Confidential Information
Each party must keep confidential information received from the other party which:
is identified as confidential;
is commercially sensitive by its nature; or
a reasonable business person would understand to be confidential.
This may include technical information, security information, business plans, customer information, pricing in Orders, product roadmaps and financial information.
16.2 Protection
Each party will protect the other party’s Confidential Information using at least reasonable care and no less care than it uses to protect its own similar information.
16.3 Permitted disclosure
A party may disclose Confidential Information to its:
employees;
officers;
professional advisers;
affiliates;
insurers;
financiers; and
suppliers or subcontractors,
where those persons need the information for purposes connected with the Agreement and are subject to appropriate confidentiality obligations.
16.4 Exclusions
Confidential Information does not include information which the receiving party can demonstrate:
is or becomes public other than through breach of the Agreement;
was lawfully known to it before disclosure;
is lawfully received from a third party without confidentiality restriction; or
was independently developed without use of the other party’s Confidential Information.
16.5 Required disclosure
A party may disclose Confidential Information where required by law, a regulator or court order.
Where legally permitted, the receiving party will provide reasonable advance notice to the other party.
16.6 Survival
These confidentiality obligations continue after termination for as long as the relevant information remains confidential by its nature.
17. Force majeure
Neither party will be liable for delay or failure to perform an obligation caused by circumstances outside its reasonable control.
Such circumstances may include:
severe weather;
flood;
fire;
natural disaster;
war;
terrorism;
civil disorder;
epidemic or pandemic;
widespread utility failure;
internet or telecommunications network failure;
acts of government or regulators;
supplier or carrier failure outside the affected party’s reasonable control;
cyberattack despite reasonable security measures; or
industrial disputes outside the affected party’s reasonable control.
The affected party must take reasonable steps to mitigate the effects of the event.
A force majeure event does not excuse payment of Charges already due for Services already supplied or committed third-party costs already incurred.
Where a force majeure event continues for a prolonged period and materially prevents provision of a Service, the parties will discuss reasonable mitigation or alternative arrangements.
18. Orders and Statements of Work
18.1 Orders
Each fixed-term Service must be identified in an Order or SOW containing the relevant commercial terms.
18.2 Formation
An Order or SOW becomes binding in accordance with clause 2.1 or any specific acceptance mechanism set out in that document.
18.3 Specific commercial terms
An Order may specify:
Services;
Minimum Commitments;
quantities;
Users;
Charges;
implementation requirements;
Service Start Date;
Minimum Term;
Renewal Terms;
notice periods;
scheduled price changes;
service levels;
equipment;
third-party commitments; or
other specific commercial terms.
18.4 Order-specific terms
Where an Order expressly varies these Terms, the Order takes precedence for the Services covered by it.
A variation applying to one Order does not automatically vary another Order.
18.5 Project and cancellation costs
Where you cancel ordered implementation work, equipment, site visits, professional services or other committed work before completion, you must pay:
work already performed;
non-refundable third-party costs;
specially ordered equipment; and
other reasonable and unavoidable costs incurred by Tinkle as a result of the cancellation.
Tinkle will take reasonable steps to mitigate avoidable costs.
These amounts may be payable in addition to an Early Termination Charge where they are not already included within its calculation.
19. Complaints
19.1 Raising a complaint
If you are unhappy with the Service, please contact Tinkle so that we can investigate the issue.
General complaints may be sent to hello@tinkle.co.
Technical support issues should normally be raised through the Help Centre or help@tinkle.co.
19.2 Complaints Code
Tinkle will maintain and publish a complaints-handling process where required by Applicable Law and Ofcom rules.
19.3 Alternative Dispute Resolution
Where you are eligible under Ofcom rules, you may have the right to refer an unresolved complaint to Tinkle’s approved Alternative Dispute Resolution scheme.
Details of the applicable ADR scheme, eligibility requirements and referral process will be set out in Tinkle’s current Complaints Code.
Nothing in this clause limits any mandatory regulatory right available to you.
20. Notices
20.1 Written notices
Any notice required under the Agreement must be in writing.
20.2 Notices to Tinkle
Termination and non-renewal notices should be sent to:
Other contractual notices may be sent to:
with the subject line “Legal Notice”, or by post to Tinkle’s registered office.
20.3 Notices to the Customer
Tinkle may send contractual notices to:
the primary email address registered on your account;
an administrator email address;
the contractual contact stated in the Order; or
another address you have designated for contractual notices.
You are responsible for keeping those details current.
20.4 Receipt
An email notice will be treated as received on the next Business Day after transmission unless the sender receives an automated failure notice.
A notice delivered by hand is received when delivered during normal business hours, otherwise on the next Business Day.
A notice sent by prepaid first-class post is treated as received two Business Days after posting.
20.5 Legal proceedings
This clause does not govern formal service of court proceedings or other documents where a different method of service is required by law.
21. General terms
21.1 Assignment by the Customer
You may not assign, transfer, resell, novate or otherwise dispose of any material right or obligation under the Agreement without Tinkle’s prior written consent.
Any attempted transfer does not release you from your obligations unless Tinkle expressly agrees in writing.
A sale, transfer or disposal of your business, customer base, assets or undertaking does not by itself transfer the Agreement or release you from your existing liabilities.
Where you wish another party to assume the Agreement, a formal assignment, novation or replacement agreement acceptable to Tinkle may be required.
21.2 Assignment by Tinkle
Tinkle may assign, transfer or novate all or part of the Agreement to:
an affiliate;
a purchaser of the relevant business or assets; or
another party capable of performing Tinkle’s obligations,
subject to Applicable Law.
Where required, Tinkle will give you reasonable notice.
21.3 Entire agreement
The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes previous discussions, proposals and representations relating to that subject matter.
Each party acknowledges that it has not relied on a statement or representation not contained in the Agreement.
Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
21.4 Variation
No Customer-requested amendment to the Agreement is effective unless agreed in writing by an authorised representative of Tinkle.
An Order or SOW may vary these Terms to the extent expressly stated.
Tinkle may make changes under clause 2.8 subject to Applicable Law.
21.5 No waiver
A failure or delay by either party to exercise a right does not waive that right.
A waiver relating to one breach does not constitute a waiver of another breach.
21.6 Severability
If any provision of the Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in force.
Where reasonably possible, the affected provision will be interpreted or modified to preserve its intended commercial effect while making it valid and enforceable.
21.7 No partnership or agency
Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
Neither party may bind the other except where expressly authorised.
21.8 Third-party rights
Except where the Agreement expressly states otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of it.
21.9 Compliance with anti-bribery laws
Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
Neither party will offer, give, request or accept a bribe or other improper payment in connection with the Agreement.
21.10 Governing law
The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.
21.11 Jurisdiction
The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
Tinkle Telecom Ltd
Company No. 11117564
Carrwood Park
Selby Road
Swillington Common
Leeds
West Yorkshire
England
LS15 4LG
TINKLE TELECOM LTD
MASTER SERVICES AGREEMENT FOR FIXED LINE SERVICES
Last Updated: 30/11/2022
INDEX
- Definitions and Interpretation
- Term
- Orders
- Services
- Software
- Equipment
- Charges and Rebates
- Use of the Services
- Suspension of the Service
- Maintenance
- Intellectual Property Rights
- Indemnities
- Limitation of Liability
- Force Majeure
- Termination
- Consequences of Termination
- Confidential Information
- Assignment
- Escalation and Dispute Resolution
- No Partnership or Agency
- Variations
- Entire Agreement
- Notices
- Waiver
- Severance
- Governing Law and Jurisdiction
- Counterparts
- Anti-Bribery
- Agreement & Schedule Amendment
THIS AGREEMENT is made BETWEEN:
- TINKLE TELECOM LTD is a limited company incorporated in England and Wales with registration number 11117564, whose registered office is at CARLTON HOUSE, 3-5 ALMA ROAD, HEADINGLEY, LEEDS, LS6 2AH and principal place of business is at CARLTON HOUSE, 3-5 ALMA ROAD, HEADINGLEY, LEEDS, LS6 2AH (“TINKLE TELECOM”);
And
- THE CUSTOMER identified in the contract application (the “Customer”)
The parties to this Agreement agree to sign this Agreement by electronic signature (whatever the form the electronic signature takes) and agree that such method of signature shall be equally conclusive of their intention to be bound by the terms and conditions of this Agreement.
By signing up for the Services you warrant that you are capable of entering into a binding contract; or are acting with the express permission of a person or organisation and using the payment details of that person and that they also agree to be bound by the terms of this Agreement. You also agree to comply and adhere to any and all applicable laws and regulations in relation to this Agreement.
- Definitions and Interpretation
- In this Agreement, the following expressions shall have the following meanings unless the context otherwise requires:
“Acceptable Use Policy” | TINKLE TELECOM’s acceptable use policy concerning use of the Service at the Appendix to this Agreement as may be updated from time to time in accordance with clause 8.13.7; |
“the Act” | the Communications Act 2003; |
“Agreement” | the execution page, the Particulars of Contract and these General Terms and Conditions; |
“Appropriate Use” | the use of services in accordance with the Numbering Conventions set down by Ofcom which govern the use and management of numbers and codes from the United Kingdom’s Specified Numbering Scheme; |
“Associated Company” | each and any Parent Undertaking or Subsidiary Undertaking of a company and each and any Subsidiary Undertaking of a Parent Undertaking of that company. Parent Undertaking and Subsidiary Undertaking shall have the meanings given to them as in section 1162 of the Companies Act 2006; |
“Business Day” | any day which is not a Saturday, a Sunday or a bank or public holiday in England; |
“Charges” | the charges for use, installation and delivery of the Services as specified in the Service Schedule; |
“CLI” or “Caller Line Identifier” | a single telephone line with a unique telephone number allocated as part of the UK national switched network; |
“Customer” | the party identified in the application for an account; |
“Customer Information” | the information that the Customer should provide to TINKLE TELECOM in relation to the Services (including all relevant details which relate to the Customer’s and/or any User’s requirement for the provision of the Services and information more particularly described in the Service Schedule); |
“Code” | any Code of Practice relevant to the Services issued by Phonepay Plus or Ofcom as amended from time to time; |
“Confidential Information” | all confidential information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a Party’s operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs; |
“TINKLE TELECOM Network” | the system for the conveyance, through the agency of electric, magnetic, electro-magnetic, electro-chemical or electro-mechanical energy of (i) speech, music and other sounds, (ii) visual images signals serving for the impartation (whether as between persons and persons, things and things or persons and things) of any matter otherwise than in the form of sounds or visual images or (iii) signals serving for the actuation or control of machinery or apparatus which TINKLE TELECOM operates in connection with the provision of the Service; |
“the Equipment”
| any all equipment owned or controlled by TINKLE TELECOM utilised in the provision of the Service, including but not limited to the equipment related to or used in connection with the metallic path facility provided by a Service Provider; |
“Go Live Date” | the date when TINKLE TELECOM notifies the Customer or any User that the Service is ready for use by the Customer or User, or if earlier the date when the Customer or User or starts to use the Service; |
“Insolvency Event” | the occurrence of any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity: (b) the filing of a notice of intention to appoint an administrator of or, the filing of a notice of appointment of an administrator of or, the making of an administration order in relation to the entity or the appointment of a receiver or administrative receiver of, or an encumbrance taking possession of or levying distress over, or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; (c) the entity proposing to enter into, or entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or takes steps to obtain a moratorium or makes an application to a court of competent jurisdiction for protection from its creditors; (d) the entity being unable to pay its debts or being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or |
“Intellectual Property Rights” | (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights; |
“Loss” or “Losses” | any and all losses, damages, costs, expenses, (including court or legal expenses) or other liabilities of whatever nature (whether foreseeable or not); |
“Order” | the Customer’s request for the supply of Services to a User as accepted by TINKLE TELECOM in accordance with the applicable Services Agreement; |
“Service” | the services provided by TINKLE TELECOM to the Customer as specified in a Service Schedule; |
“Service(s) Schedules” | any agreement between the parties stated as being subject to the terms of this Agreement; |
“Service Credit” | the credit offered by TINKLE TELECOM for any failure by TINKLE TELECOM to perform the Services in accordance with the Service Levels as more particularly specified in the Service Schedule; |
“Service Levels” | the service levels in respect of the Services and specified in the Service Schedule; |
“Service Minimum Period” | the minimum period for the provision of the Service as specified in the Service Schedule; |
“Service Provider” | any person providing underlying or network facilities in connection with the Services; |
“Support Processes” | the means of contacting TINKLE TELECOM’s support team and reference material outlining standard procedures; |
“Trade Names” | TINKLE TELECOM together with such other trade names and/or logos as TINKLE TELECOM may adopt in connection with the operation of its business from time to time; |
“User” | a party to whom the Customer resells the Services and any other parties (including without limit any ultimate end user) to whom the Services are subsequently resold from time to time in accordance with the terms of this Agreement; |
“VAT” | value added tax as defined in the Value Added Tax Act 1994 and including any other tax from time to time replacing it or of a similar fiscal nature. |
“Year” | means the period of 12 months from the date of the Agreement and each consecutive period of 12 months thereafter. |
- The clause headings are for convenience only and shall not affect the interpretation of this Agreement.
- References to the singular include the plural and vice versa, and references to one gender include the other gender.
- Any phrase introduced by the expressions “includes”, “including” or “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Any reference to a statute, statutory provision or subordinate legislation (together “legislation”) shall (except where the context otherwise requires) (i) be deemed to include any bye-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (iii) shall be construed as referring to any legislation which replaces, reenacts, amends or consolidates such legislation (with or without modification) at any time.
- Unless specifically provided to the contrary all notices under this Agreement shall be in writing.
- The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
- References to times are to London
- Term
This Agreement shall be effective upon the Customer Party completing the TINKLE TELECOM online sign-up form and shall continue unless terminated in accordance with clause 15, for a minimum period of one (1) month (the “Initial Term”) and shall continue thereafter until terminated in accordance with clause 15.
- Orders
- The terms and conditions set out in this Agreement shall:
- apply to and be incorporated into each Service Schedule; and
- prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
- The Customer shall submit a request to TINKLE TELECOM for each Service required by the Customer and if TINKLE TELECOM is prepared to provide those services to the Customer under this Agreement a general Service Schedule shall be entered into between the parties in relation to those services, and then if Orders are to be placed then they shall be placed pursuant to the terms of the relevant Services Schedule.
- Each individual Service is subject to its own Service Minimum Period the Service Minimum Periods are stated either in the Service Schedules for the Services provided under those schedules or, specifically on the order documentation for Services that carry variable Service Minimum Periods by specific Service or, failing any specific reference the Service Minimum Period defaults to thirty days.
- Each individual Service is subject to its own notice period, in the absence of a specified notice period for a Service the default notice period is thirty days such notice to expire at the end of the Service Minimum Period.
- Some Services are subject to termination fees which are payable on termination of the Service these are specified in the specific wholesale pricing tables where applicable.
- Services
- During the Term, and subject to the Customer’s compliance with this Agreement, TINKLE TELECOM shall provide the Services to the Customer to the standards of a reasonable and prudent communications services provider offering the same or similar services in the United Kingdom and in accordance in all material respects with the Agreement and the Service Schedule.
- TINKLE TELECOM shall use reasonable endeavours to perform the Services in accordance with the Service Levels which shall apply with effect from the Go Live Date until the Service Schedule is terminated in accordance with its terms.
- If TINKLE TELECOM fails to provide the Services to meet any Service Levels then:
- TINKLE TELECOM shall at TINKLE TELECOM’s expense deploy as soon as reasonably practicable such additional resources as are reasonably necessary to perform the Services in the future in a manner likely to meet the Service Levels.
- for the avoidance of doubt any failure of TINKLE TELECOM to provide the Services in accordance with the Service Levels shall not be a material breach unless such breach is in itself material or is a minor breach that continues to a material extent, and is demonstrated to have a detrimental effect on the services provided and the Customer has first served written notice on TINKLE TELECOM giving reasonable particulars of the relevant breach or breaches and afforded TINKLE TELECOM a period of two months to remedy the deficiency and TINKLE TELECOM shall have failed to comply with clause 4.3.1.
- TINKLE TELECOM shall not be liable for any failure to comply with a Service Level to the extent is caused by the act or omission of any network operator
- TINKLE TELECOM shall use reasonable endeavours to meet any dates or times for performance of the Services specified in the Service Schedule and the Order. Except as expressly stated to the contrary in a Service Schedule or the Order any dates specified by TINKLE TELECOM for performance of the Services or delivery in relation to the Agreement are an estimate only and in relation to the same and time shall not be of the essence. If no delivery dates are specified within the relevant Service Schedule delivery shall be within a reasonable time.
- TINKLE TELECOM may at any time make any changes to the Services supplied as it in its reasonable opinion deems necessary provided always that (a) any changes shall not materially affect the performances and/or accessibility of the Service(s) in a detrimental way; and (b) TINKLE TELECOM shall provide the Customer as much notice as practicable prior to any such change taking effect (having due regard to the likely impact on the Customer and/or the Users and the nature of such change).
- Customer contact
- The Customer and TINKLE TELECOM shall each promptly provide the other with details of those personnel with whom each may, in TINKLE TELECOM’s performance of its obligations in the provision of any of the Services and the Customer’s use of the Services, wish or be required to interface. These can be accessed and changed through the TINKLE TELECOM Control Panel at any time.
- Each party shall promptly notify the other of any amendments to the contact details provided and in the case of the Customer the amended details shall be provided to TINKLE TELECOM in accordance with clause 4.6.1.
- TINKLE TELECOM shall not be liable for any failure to satisfactorily provide any Services to the extent that such failure is due to:
(i) the Customer having failed to provide the requisite information or to update such information as required by this clause 4.6; or
(ii) TINKLE TELECOM being unable to make contact with the Customer’s nominated personnel due to such personnel being unavailable.
- Software
- TINKLE TELECOM hereby grants the Customer the right to use all software provided by TINKLE TELECOM as part of the Services. Such licence shall be a personal, revocable, non-transferable, non-sub licensable right to use such software (without the requirement to pay licence fee or royalty fees) to the extent necessary to use the Services as contemplated by the Agreement and any Services Agreement. Such licence shall terminate immediately on the cessation of the provision of the applicable Services by TINKLE TELECOM.
- TINKLE TELECOM shall, as soon as is reasonably practicable (after becoming aware) notify the Customer in the event that any use of the Services by the Customer or any User causes TINKLE TELECOM to be in breach of any software licence which TINKLE TELECOM has in place with any third-party licensor in order to provide the Services (or any part thereof). The Customer shall, as soon as is reasonably practical after such notification cease to use the Services in such manner and/or shall procure the same of Users (as applicable).
- Equipment
- The Equipment will at all times remain the property of TINKLE TELECOM or, if provided by a Service Provider, that Service Provider unless otherwise agreed in writing.
- The Customer will:
- ensure that the Equipment is used only for the purposes of the Services;
- not connect any other equipment to the Equipment except as expressly authorised in writing by TINKLE TELECOM;
- not tamper with or remove any label on any Equipment;
- not (and procure that the Users do not) open, disconnect, repair, maintain, modify or remove the Equipment; and
- permit TINKLE TELECOM and/or any Service Provider to modify, change, add or replace the Equipment or any part of the Equipment;
- The Customer is responsible for, and will, subject to clause 13, indemnify TINKLE TELECOM in respect of, all costs, expenses and liabilities that TINKLE TELECOM incurs as a result of any loss of or damage to the Equipment caused by the Customer other than where the damage or loss has been caused as a result of the Customer acting in accordance with instructions issued by TINKLE TELECOM.
- The Customer will not permit any lien, charge or other like restriction to be placed on the Equipment.
- TINKLE TELECOM may take possession of the Equipment from the Customer’s or a User’s premises or take other reasonable steps which TINKLE TELECOM reasonably believes are necessary to protect its or the Service Provider’s ownership rights in the Equipment and the Customer will use its reasonable endeavours to provide TINKLE TELECOM with the necessary access to exercise these rights.
- Promptly after expiry or earlier termination of any Services Agreement, the Customer will use its reasonable endeavours to provide TINKLE TELECOM and Service Providers with access to the Equipment and all reasonable assistance in the removal of the same
- Charges
- The Customer shall pay to TINKLE TELECOM the Charges for the Services provided to the Customer. Such Charges shall be invoiced in advance for rentals and arrears for usage charges the manner set out in this Agreement.
- All Charges payable by the Customer shall be payable to TINKLE TELECOM in British Pounds Sterling within a maximum thirty (30) days of the date of the TINKLE TELECOM invoice.
- The Charges are exclusive of all applicable taxes, including VAT, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Customer.
- If the Customer fails to make any payment due to TINKLE TELECOM under the Agreement and/or any Services Agreement by the due date for payment (and such late or non-payment is not the subject of a bonafied dispute in accordance with clause 7.4), then without prejudice to any other rights and remedies of TINKLE TELECOM:
- TINKLE TELECOM may upon not less than 7 days’ prior written notice to the Customer suspend the performance of the Service(s) to which the unpaid (or partly unpaid) invoice(s) relate and shall be under no obligation to provide any or all of such Services while the invoice(s) concerned remain unpaid, provided that notwithstanding any suspension of the Services by TINKLE TELECOM, TINKLE TELECOM may continue to incur expenses and/or charges of Service Providers (including, without limit, rental charges) which shall be payable by the Customer; and
- TINKLE TELECOM may charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate. Such interest shall accrue on a daily basis from due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest immediately on demand by TINKLE TELECOM. This clause shall not apply to payments that the Customer contests in good faith;
- In the event that the Customer acting reasonably and in good faith disputes an invoice or any part thereof raised by TINKLE TELECOM then provided that it notifies TINKLE TELECOM in writing of the same as soon as is reasonably practicable and pays such part of any invoice which is not the subject of the bona-fide dispute in accordance with clause 7.1, then the provisions of 7.4.1 and 7.4.2 shall not apply to such disputed payment, unless and until it is subsequently determined that either the whole or part of the payment which is the subject of the bona fide dispute should have been payable to TINKLE TELECOM by the original due date.
- For the avoidance of doubt, all Charges due to TINKLE TELECOM under the Agreement shall be paid in full by the Customer by the due date for payment notwithstanding that the Customer may not have received payment from its User(s) and any dispute between the Customer and its Users regarding billing, the provision of services or otherwise shall be the sole responsibility of the Customer.
- Any fraud or other improper use of the Services committed by the Customer or its User(s) shall not relieve the Customer of its payment obligations to TINKLE TELECOM under the Agreement.
- TINKLE TELECOM will consider billing queries from the Customer only if such queries are made in writing within thirty (30) days of the date of the applicable TINKLE TELECOM invoice in respect of charges in connection with the use of the Services. In the absence of any queries from the Customer pursuant to this clause, the Customer is deemed to have accepted the applicable TINKLE TELECOM invoice.
- A Credit Note shall not be payable unless the Customer requests it within sixty (60) days from the date of the service affecting event.
- TINKLE TELECOM may at any time or times, with prior written notice to the Customer, set off any liability against amounts due by TINKLE TELECOM to the Customer. Any exercise by TINKLE TELECOM of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise.
- All charges and rebates shall be calculated by reference to data recorded or logged by TINKLE TELECOM and not to data recorded or logged by the Customer (save in the case of demonstrable error).
- TINKLE TELECOM will regularly review the Charges in consultation with the Customer. If TINKLE TELECOM’s costs of providing the Services increase as a result of any changes in legislation or regulations applying to the performance of the Services or increased taxation or increases in the charges of any relevant Service Provider, TINKLE TELECOM may increase the Charges to reasonably reflect the increase in the cost of providing the Service(s) by giving not less than thirty (30) days’ prior written notice to the Customer, such notice to identify the amount of the increase in the Charges.
- If the Customer disputes any portion of an invoice based upon usage of the Services, TINKLE TELECOM records of such usage shall be presumed to be accurate unless determined otherwise by an independent expert appointed in accordance with clause 20 (Escalation and Dispute Resolution).
- TINKLE TELECOM reserves the right to pass on to Customers on a cost-plus basis (adding 10%) any charges levied by the Service Provider to which it is exposed as a result of the Customer and/or its Users’ and/or Additional Users’ actions.
- Payment Methods available are defined on the Customer Control Panel, website and invoices, TINKLE TELECOM reserve the right to dictate the method of payment when it deems necessary. By entering any credit or debit details onto the Customer Control Panel, you have agreed to allow TINKLE TELECOM to collect the respective amounts invoiced on due date without requiring prior notice until the amount owed are cleared.
- TINKLE TELECOM reserves the right to carry out a credit check prior or after the Customer’s acceptance of this agreement and may request copies of two utility bills from the declared business address. Subsequent to any credit check TINKLE TELECOM reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Customer as a condition of providing or continuing Service. Any deposit shall be held by TINKLE TELECOM for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at TINKLE TELECOM’s sole discretion. Any deposit does not relieve the customer of the responsibility for the prompt payment of invoices in accordance with relevant Clauses contained herein.
- Use of the Services
- The Customer shall and shall use its reasonable endeavours to procure that the Users shall use the Services in accordance with our support processes and any reasonable operating instructions issued by TINKLE TELECOM from time to time in writing (which shall for these limited purposes include email) to the Customer. TINKLE TELECOM shall not be liable for any failure or delay in the provision of the Services and/or the performance of its obligations under the Agreement and/or any Services Agreement to the extent that such failure and/or delay has been caused by any failure and/or delay by the Customer and/or any User to comply with the support processes and/or any reasonable operating instruction issued by TINKLE TELECOM.
- The Customer shall and shall procure that all Users, be authenticated and that they shall be provided with a unique username and password in order to access any part of the Services.
- The Customer shall not itself or knowingly permit any User to use the TINKLE TELECOM Network or Services to do any of the following (a “Prohibited Activity”):
- publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information;
- threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
- engage in illegal or unlawful activities through the TINKLE TELECOM Network;
- knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Customer or a User;
- knowingly make available or upload files that contain a virus or corrupt data;
- falsify the true ownership of software or other material or information contained in a file that the Customer or any User makes available via the TINKLE TELECOM Network;
- “spam” or otherwise deliberately abuse any part of the TINKLE TELECOM Network;
- breach the rights of third parties;
- obtain access, through whatever means, to notified restricted areas of TINKLE TELECOM Network; or
- act in a manner which restricts or inhibits any other user from using or enjoying TINKLE TELECOM’s or a Service Provider’s products or services.
- If the Customer becomes aware that any User is using the TINKLE TELECOM Network to perform any of the Prohibited Activities the Customer shall, as reasonably appropriate, enforce the applicable terms in its agreement with its User(s) and shall use all reasonable endeavours to stop (or prevent a repetition of) such User.
- If TINKLE TELECOM becomes aware that a User is performing any of the Prohibited Activities, TINKLE TELECOM shall bring the breach to the attention of the Customer in writing. If TINKLE TELECOM have not received, within one (1) Business Days of dispatch of such a message, a satisfactory response from the Customer detailing the actions that have been taken to stop a User performing any Prohibited Activity or to prevent the repetition of a Prohibited Activity, which actions may, depending on the circumstances and if reasonable and appropriate to do so, include restricting the access of the User to the TINKLE TELECOM Network or disconnecting the User from the TINKLE TELECOM Network, then TINKLE TELECOM shall have the right to restrict the access of and/or disconnect the User(s) in question from the TINKLE TELECOM Network. If TINKLE TELECOM exercises its rights to disconnect a User it will notify the Customer as soon as reasonably practicable. Provided that if the Prohibited Activity in TINKLE TELECOM’s reasonable opinion is serious, (including where it has a direct or indirect impact on the experience of other Customers of TINKLE TELECOM), TINKLE TELECOM may suspend the provision of the services immediately in relation to the User until such time as the Prohibited Activities have ceased.
- Each Party shall provide the other with all reasonably necessary co-operation, information and support to prevent and/or stop any misuse of TINKLE TELECOM Network by Users.
- The Customer may resell the Services to its Users and shall be entitled to permit its direct Users to resell the Services to other Users.
- Any agreement between the Customer and a User or between a User and another User will be a separate arrangement between those parties and TINKLE TELECOM will not be a party to it. The Users shall have no rights under this Agreement or any Service Schedule.
- The Customer acknowledges that TINKLE TELECOM is acting as a wholesale partner of each Service Provider and not as the agent of any Service Provider.
- The Customer shall be responsible for any dealings with Users concerning the Services and shall not direct its Users to contact any Service Provider or TINKLE TELECOM unless otherwise agreed in writing.
- In order for TINKLE TELECOM to meet its legal obligations to comply with any request by any government, enforcement or regulatory agency (Information Request) the Customer shall keep and maintain suitable records of all Users and details of all current agreements entered into between them.
- The Customer shall (and shall procure that the User shall) ensure that its marketing literature accurately reflects and promotes the Services. At the written request of TINKLE TELECOM, the Customer shall (or shall use its reasonable endeavours to procure that Users engaged in the re-sale of the Services will) provide TINKLE TELECOM with copies of any marketing literature used by the Users in relation the resale of the Services.
- The Customer shall:
- co-operate and use all reasonable endeavours to procure that all Users co-operate with all reasonable written requests and instructions of TINKLE TELECOM relating to the Services;
- ensure that they check and reconcile their monthly invoices so as to confirm the accuracy of the invoice, the services provided and notify TINKLE TELECOM of incorrect items within sixty (60) days of receipt of the invoice.
- provide, for TINKLE TELECOM, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Customer’s or (so far as the Customer is able) any User’s premises, office accommodation, data and other facilities as reasonably requested by TINKLE TELECOM provided that such persons adhere at all times with all information communicated to them pursuant to clause 8.13.4;
- provide, in a timely manner, such information as TINKLE TELECOM may reasonably request (which is relevant to the Customer’s and/or its Users receipt and use of the Services;
- inform TINKLE TELECOM of all Health and Safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s and any User’s premises and provide TINKLE TELECOM and Service Providers who are given access to Customer’s and/or User’s premises with a suitable and safe working environment;
- ensure that all Customer’s and any User’s equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant UK standards or requirements;
- obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of Equipment insofar as such licences, consents and legislation relate to the Customer’s business and premises in all cases before the date on which the Services are to start;
- comply and use its reasonable endeavours to procure that its Users comply with the Acceptable Use Policy as may be updated by TINKLE TELECOM notifying the Customer in writing from time to time (which for these purposes shall include notification by email to the Customer’s General Counsel.
- The Customer shall not and shall use all reasonable endeavours to procure that its Users shall not:
- purport to act on behalf of or represent any Service Provider; and
- except with TINKLE TELECOM’s prior written consent, refer to any Service Provider in any marketing or service literature.
- The Customer acknowledges that it is solely responsible for providing the Customer Information and that TINKLE TELECOM shall rely on the Customer Information in determining and selecting the appropriate Services.
- TINKLE TELECOM shall be entitled to rely upon any written specification or written advice given by the Customer (its employees, directors, agents and sub-contractors) to TINKLE TELECOM in relation to the suitability of the Services for meeting the Customer’s requirements. To the extent that the Services comply with such written specification and or such written advice TINKLE TELECOM shall be deemed to have supplied the same in accordance with the relevant Service Schedule, without limitation, notwithstanding the Customer Information.
- TINKLE TELECOM does not warrant that the Services will be uninterrupted or error free.
- Suspension of the Service
- TINKLE TELECOM may suspend or block the Customer’s (or any User’s) access to the Service in any of the following circumstances:
- if TINKLE TELECOM or any third party providing equipment or services to TINKLE TELECOM in connection with the provision of the Services is required to so do in order to comply with any law, regulation, court order, or request, order, direction, determination or consent by or of a governmental or regulatory body or authority;
- where a Service is no longer provided by the applicable Service Provider and the same has been notified by TINKLE TELECOM to the Customer at least 30 days prior to the date of suspension and notwithstanding such notice, the Customer has not contracted with TINKLE TELECOM for an alternative service or served 14 days’ notice to terminate the Service the subject of the suspension;
- If TINKLE TELECOM or any third party providing equipment or services to TINKLE TELECOM in connection with the provision of the services requires to carry out any emergency maintenance or repair, which will include any necessary action to prevent interference with, damage to or degradation of the TINKLE TELECOM Network where possible TINKLE TELECOM will give the Customer a minimum of 24 hours advance notice of such emergency maintenance or repair;
- to carry out planned maintenance or upgrade of the TINKLE TELECOM Network or the Services in which TINKLE TELECOM will provide not less than 24 hours prior notice of the suspension and, where practicable, will agree with the Customer when the Services will be suspended and for how long;
- if the Customer fails to comply with any of its obligations set out in this Agreement and/or any Services Agreement which directly prevents TINKLE TELECOM from delivering the Services;
- If the Customer fails to pay any undisputed sum by the due date;
- if the Customer exceeds any credit limit agreed with TINKLE TELECOM and does not remedy the situation within 7 days of receiving a written notice to do so;
- if TINKLE TELECOM is required to eliminate a hazardous condition (including an event which represents a health and safety risk for TINKLE TELECOM, its employees, agents, directors and sub-contractors)
- TINKLE TELECOM will restore suspended Services as soon a reasonably practicable after the cause of the suspension has been rectified and/or has ceased to exist. In the event of any suspension pursuant to clauses 9.1.3, or 9.1.4 (and where the issue giving rise to the suspension has not been caused by and/or arisen from an act or omission of the Customer or a User) TINKLE TELECOM will use all reasonable endeavours to limit the amount of time for which the Services are suspended.
- If the suspension of Services arises out of, or in connection with, an act or omission of the Customer or a User then the Customer will pay to TINKLE TELECOM all reasonable costs that TINKLE TELECOM incurs in reconnecting the Services.
- TINKLE TELECOM shall not be liable to the Customer for any charges incurred by the Customer for the use of other telecommunications services whether provided by TINKLE TELECOM or any other person during any period of unavailability resulting from suspension of the Services by TINKLE TELECOM in accordance with clause 9.
- TINKLE TELECOM may suspend or block the Customer’s (or any User’s) access to the Service in any of the following circumstances:
- Maintenance
- TINKLE TELECOM shall consult with the Customer, as appropriate in the circumstances, by means of E-mail as to the time periods for conducting routine maintenance or upgrading works to the Equipment and/or the TINKLE TELECOM Network. TINKLE TELECOM shall use its reasonable endeavours to carry out such routine maintenance or upgrading during such times as the traffic over the TINKLE TELECOM Network is at its lowest, at times agreed with the Customer (where possible) and in any event within the hours committed to in the applicable Services Agreement.
- TINKLE TELECOM shall be free to carry out emergency or urgent maintenance to the Equipment and/or the TINKLE TELECOM Network at any time to ensure the Services continue to be supplied. TINKLE TELECOM shall provide the Customer with as much prior written notice as reasonable possible, the likely impact of the works on the Service(s), the anticipate duration of any impact of the Services and wherever reasonably possible, any emergency or urgent maintenance shall be carried out during such times as the Customer’s traffic over the TINKLE TELECOM Network is at its lowest. TINKLE TELECOM shall use its reasonable endeavours to ensure that disruption to the Service(s) is kept to an absolute minimum.
- Intellectual Property Rights
- All Intellectual Property Rights in the Services shall be owned by TINKLE TELECOM or TINKLE TELECOM’s related companies and Service Providers save to the extent that any of the same contain Intellectual Property Rights owned by third parties.
- TINKLE TELECOM grants to the Customer a non-exclusive, royalty free, licence to use and to sub-license to the Users TINKLE TELECOM’s Intellectual Property Rights in the Services, strictly for the purpose of receiving the Service(s) in accordance with the provisions of the Service Schedule.
- The Customer hereby acknowledges that it has no right, title or interest in the Trade Names and it is only a licensee of the Trade Names in accordance with the terms of the Agreement.
- Subject to the terms of the Agreement TINKLE TELECOM may grant the Customer a non-exclusive licence to use the Trade Names to promote the Services, provided always that the Customer may not use the Trade Names without TINKLE TELECOM’S prior written consent and shall comply with such written instructions or directions as may be given by TINKLE TELECOM from time to time as to the manner and context in which the Trade Name may be used by the Customer.
- The Customer shall take such action and execute such documents in relation to any of the Trade Names as TINKLE TELECOM may reasonably direct from time to time, including (but not limited to) entering into registered user agreements with TINKLE TELECOM if requested by TINKLE TELECOM provided always that such agreements shall be consistent with these terms and conditions, including but not limited to condition 11.2.
- TINKLE TELECOM warrants that it has the right to license the use of the Trade Names and the Intellectual Property Rights to the Customer in accordance with the terms of the Agreement.
- Indemnities
- The Customer shall fully indemnify and hold harmless TINKLE TELECOM and keep it fully indemnified at all times against all Losses arising from or in connection with any use or misuse of the Service by the Customer or Users in breach of clause 8.3.
- It shall be a condition precedent of any indemnity given under the Agreement that TINKLE TELECOM shall:
- advise the Customer in writing of any Losses as soon as is reasonably practicable;
- provide the Customer with all reasonable assistance and authority to defend or settle any claims or proceedings;
- make no admission relation to such claims or legal proceedings without the agreement of the Customer, which shall not be unreasonably withheld; and
- consult actively with the Customer regarding the conduct of any action and have due regard to the Customer’s representations, and not agree any settlement of such claims or legal proceedings nor make any payment on account of them without the prior written agreement of the Customer, which shall not be unreasonably withheld or delayed.
- Limitation of Liability
- TINKLE TELECOM and the Customer agree that if the Customer or TINKLE TELECOM has reason to believe that it may have a cause of action hereunder, the parties shall liaise in an open and co-operative way with a view to rectifying the reason for such cause of action whenever practicable.
- Save to the extent that TINKLE TELECOM has a corresponding claim against any third party and/or Service Provider in the form of service credits and TINKLE TELECOM receives such service credits, TINKLE TELECOM shall not be liable (and Service Credits will not accrue) for any failure or delay in performing any of its obligations under the Agreement that arises out of, or in connection with, any of the following:-
(i) a fault in, or any other problem associated with, electricity or other power source supplied by the Customer or a User, any equipment other than Equipment or other telecommunications systems which (i) are not operated by TINKLE TELECOM and/or (ii) are operated by any Service Provider;
(ii) any failures of any third parties to provide equipment, software, materials or information required to produce the Services;
(iii) any fault arising outside the TINKLE TELECOM Network, except to the extent of a reasonable proportion (which relates directly to the affected Services of the Customer) of any compensation TINKLE TELECOM receives from the third party directly the cause of such fault;
(iv) a fault (including any failure to perform its obligations under the Agreement, or in the case of a Service Provider under any other relevant agreement or order) or the negligence of the Customer or any third party that is not within the direct control of TINKLE TELECOM;
(v) any suspension of the Services in accordance with the provisions of the Agreement;
(vi) any act or omission of the Customer which is relative to its obligations under the Agreement and/or any Services Agreement
(vii) down time of the computer systems caused by suppliers of third party computer services provided that (and to the extent that) the same is not due to any act, omission or default of TINKLE TELECOM, its employees, agents or sub-contractors; or
(viii) any other circumstances caused by event for which TINKLE TELECOM is not liable in accordance with the provisions of the Agreement and/or any Services Agreement. - Notwithstanding any other provision under the Agreement, a Services Agreement or otherwise neither Party seeks to limit or exclude liability for:
- death or personal injury resulting from its own or its employees’, agents’ or sub-contractors’ negligence; and/or
- any breach of its obligations implied by Section 12 of the Sale of Goods and Services Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;
- in relation to any fraudulent misrepresentation or fraudulent acts of its employees shall not be limited;
- any wrongful or unlawful termination of the Agreement and/or any Services Agreement; and/or
- in relation to any liability arising under clause 16.5, clause 17 or clause 18.
- Subject to clause 13.3 above neither Party (whether under this Agreement, a Services Agreement or otherwise) shall be liable to the other in respect of:
- loss of profits; or
- loss of business; or
- depletion of goodwill and/or similar losses; or
- loss of anticipated savings; or
- loss or corruption of data or information; or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (including loss or damage suffered by the party as a result of an action brought by a third party) even if such loss was reasonably foreseeable or a party has been advised of the other party incurring the same. For the avoidance of doubt, nothing in this clause 13.4 or otherwise in the Agreement and/or any Service Schedule seeks to or has the effect of limiting or excluding the liability of the Customer to pay the Charges due to TINKLE TELECOM.
- Subject to clauses 13.3, and 13.4 the entire liability of a Party arising out of or in connection with this Agreement whether arising from contract, tort, negligence or otherwise shall be limited in each Year to £100,000 (one hundred thousand pounds sterling). Any payment of the Charges by the Customer shall not be taken into account when calculating whether the Customer’s cap on liability has been reached.
- Subject to clauses 13.2, 13.3 and 15.3.2, the Service Credits shall be the Customer’s sole and exclusive right and remedy for any failure by TINKLE TELECOM to comply with the applicable Service Levels.
- Subject to clause 13.3, except as expressly set forth in the Agreement and any Services Agreement all conditions, warranties, representations, undertakings or agreements, with respect to the provision of the Services or otherwise, whether oral or in writing and whether express or implied, either by operation of law, statutory or otherwise (including any concerning the fitness of the Services or any part thereof for a particular purpose), are hereby expressly excluded to the maximum extent permitted by law.
- Force Majeure
Neither Party will be liable for any breach of the Agreement and/or any Services Agreement due to any cause beyond that party’s reasonable control including, but not limited to Act of God; insurrection or civil disorder; war or military operations; national or local emergency; act or omission of Government, fire, explosion, flood or the act or omission of any party for whom the party affected is not responsible and which is beyond the affected party’s reasonable control (including other telecommunications service providers). The affected party will use all reasonable endeavours to bring the event to an end or find a solution by which the Agreement and any affected Services Agreement may be performed despite the event. If the affected party is prevented from performing its obligations for a continuous period in excess of fourteen (14) days either Party may terminate the Agreement and any affected Services Agreement immediately by serving written notice on the other Party, in which case neither party has any liability to the other except as regards rights and liabilities which have already accrued which will continue to subsist or are expressed to continue beyond the termination of the Agreement and/or any Services Agreement (as applicable).
- Termination
- Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Agreement may be terminated by either Party on seven (7) days written notice to the other, such notice not to take effect any earlier than the expiry of the Initial Term.
- Without prejudice to any rights or remedies that have accrued under this Agreement or a Services Schedule, a Services Schedule may be terminated by either Party on seven (7) days’ prior written notice to the other, such notice not to take effect any earlier than the expiry of Initial Term of this Agreement. In the event that the Customer terminates a Services Schedule earlier than the expiry of a Service Minimum Period relating to an individual service the Customer shall pay any applicable early termination charges in respect of such individual service(s) payable in accordance with clause 16.3.2 or as otherwise set out in a Service Schedule.
- Notwithstanding any other rights under this Agreement and/or any Service Schedule, either Party may terminate this Agreement and/or any Service Schedule immediately if:
- the other Party is the subject of an Insolvency Event; or
- if either Party commits a material breach or other persistent breach of this Agreement and/or any Service Schedule which in the case of a breach capable of being remedied, is not remedied within thirty (30) days of a written request by the other Party to remedy the same.
- TINKLE TELECOM may immediately terminate or suspend:
- the provision of Services to the Customer, if Ofcom or Phonepay Plus determine, or TINKLE TELECOM reasonably considers, that use of the Services by the Customer (excluding use by a User) (i) does not constitute Appropriate Use (ii) is in breach or may be in breach of the Code or any other relevant statutory or regulatory act, regulation, code or similar (iii) is fraudulent or illegal or may be fraudulent or illegal;
- the provision of Services to a User, if Ofcom or Phonepay Plus determine, or TINKLE TELECOM reasonably considers, that use of the Services by the User (i) does not constitute Appropriate Use (ii) is in breach or may be in breach of the Code or any other relevant statutory or regulatory act, regulation, code or similar (iii) is fraudulent or illegal or may be fraudulent or illegal; or
- all or any part of this Agreement or any Service Schedule if Ofcom or any other authority of competent jurisdiction revokes the supplier’s authorisation as Public Electronic Communications Network under the Act and as a result TINKLE TELECOM can no longer legally comply with its material obligations under the Agreement and any Service Schedule.
- Either party may terminate an Order for Services placed under a Service Schedule in respect of any User at any time before the Go Live Date. If the Customer terminates an Order for Services pursuant to this clause and it is not due to an act or omission of TINKLE TELECOM or any of its employees, agents or subcontractors then the Customer shall pay TINKLE TELECOM its costs incurred in connection with the cancelled Orders.
- Without prejudice to any other rights arising under this Agreement or otherwise, TINKLE TELECOM shall be entitled to terminate this Agreement and/or any Services Agreement (without liability to the Customer) by 14 days’ written notice to the Customer if the Customer is in breach of its obligation to pay any charges when they fall due in accordance with this Agreement and/or any Services Schedule (save where the Customer fully remedies such late payment (including without limitation any interest which has accrued thereon pursuant to clause 7.4.2) prior to the expiry of the 14 day notice period).
- Consequences of Termination
- On termination of any Service Schedule for whatever reason the Customer shall cease to use the Services (which were provided thereunder) and ensure that all Users cease to use any of the Services (which were provided thereunder).
- Save where the Agreement and/or any Services Agreement has been terminated by TINKLE TELECOM in accordance with clause 15.3 or 15.6 or where TINKLE TELECOM is entitled to terminate the Agreement and/or any Services Agreement in accordance with clause 15.3 or 15.6:
- both Parties shall co-operate and do such acts and things as may be reasonably necessary to facilitate the provision of Service(s) by an alternative provider and to ensure the provision of Services to Users remain uninterrupted provided that the Customer shall reimburse all reasonable costs incurred by TINKLE TELECOM and the Parties shall negotiate in good faith any further transitional arrangements necessary ensuring the minimal disruption to existing Users.
- Upon the termination of this Agreement or Service Schedule by TINKLE TELECOM under clause 15.3.1 and/or clause 15.6, all amounts payable to TINKLE TELECOM shall become immediately due and payable:
- all Charges outstanding at the date of termination; and
- where the Customer requests (pursuant to clause 15.2) that the Services Agreement terminates earlier than the expiry of the Service Minimum Period for any individual Services (as defined in the relevant Service Schedule) the Customer shall pay a cancellation charge for each individual Service cancelled prior to the expiry of the applicable Service Minimum Period that is equal to the lesser of:
(a) any early termination charges or ongoing charges which TINKLE TELECOM’s incurs with its applicable Service Provider/s due to any Service Minimum Period being terminated prior to its full term and which it cannot reasonably mitigate plus a reasonable sum to reflect the profit that TINKLE TELECOM would have earned had the Service Minimum Period been in force for its full term; and
(b) 80% of the Charges which would have been payable for each Service from the date of termination to the end of the relevant Service Minimum Period, had it been in force for its full term.
- Where the Agreement terminates prior to the termination of any Services Schedule:
- the provisions of the Agreement shall survive to the extent necessary to give effect to the applicable Services Schedule until its termination; but
- no further Orders will be accepted by TINKLE TELECOM and no additional Services Schedules may be entered into by the Parties.
- Any provisions which are either expressly or impliedly intended to survive termination of the Agreement and/or any Services Agreement shall as intended survive such termination, including without limitation this clause 16.
- Confidential Information
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party; or
- was in the other party’s lawful possession before the disclosure; or
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement and/or any Services Agreement.
- 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 violation of the terms of this Agreement and/or any Services Agreement.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The obligations of confidentiality set out in this clause will remain in full force and effect despite termination of this Agreement and/or any Service Schedule for a period of two (2) years.
- Each Party warrants to the other that it has obtained and will keep in force all requisite registrations under the Data Protection Act 1998 (the “Data Protection Act”) throughout the Term of this Agreement and/or any Service Schedule and will comply at all times with the provisions of the Data Protection Act and each Party agrees to indemnify defend and hold harmless the other Party against all claims, liabilities, losses and costs (including reasonable and properly incurred legal costs) arising directly in connection with the breach of this clause except where such claims, liabilities, losses and costs arise from negligence or breach of this Agreement and/or any Service Schedule by the party seeking to rely on the indemnity in this clause 17.6.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
- Assignment
- Subject to clause 19.2, neither party shall without the prior written consent of the other (which cannot be unreasonably conditioned, withheld or delayed) assign, transfer, charge or deal in any way with this Agreement and/or any Services Agreement or any of its rights under it, or purport to do any of these things, nor sub-contract any or all of its obligations under this Agreement and/or any Services Agreement to any party.
- TINKLE TELECOM may sub-contract all or any part of the Services to a third party without the consent of the Customer, providing that TINKLE TELECOM remains liable (subject always to the limitations and exclusions of liability contained in this Agreement) for the acts and omissions of its sub-contractors.
- Escalation and Dispute Resolution
- If a dispute arises out of or in connection with the Agreement and/or any Services Agreement or the performance, validity or enforceability of them (Dispute) then, except as expressly provided in this Agreement, the parties shall follow the dispute escalation procedure set out on the TINKLE TELECOM website.
- Compliance with clause 12.1 shall not prevent the parties commencing or continuing court proceedings or referring the Dispute to Ofcom in accordance with any right (if any) either party may have to request a determination or other steps for its resolution.
- Variations
No variation of this Agreement and/or any Services Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
- Entire Agreement
- This Agreement and any Services Schedules constitutes the entire complete and only agreement between the Parties in relation to its subject matter, and replaces and extinguishes all prior agreements, undertakings, arrangements, understandings or statements of any nature made by the Parties, whether oral or written, with respect to such subject matter.
- Each Party acknowledges that it has not relied on any statements, warranties or representations, understandings or agreements (whether written or oral) given or made by or on behalf of any other Party under or in connection with this Agreement and/or any Services Schedule other than those expressly set out or referred to in the Agreement. Each Party further acknowledges that it shall have no rights or remedies with respect to such subject matter other than under this Agreement and any Service Schedule.
- The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Agreement or for any breach of any representation not contained in the Agreement (unless such misrepresentation or representation was made fraudulently).
- Notices
Unless provided otherwise in this Agreement and/or any Services Agreement, any notice or other communication to be given under this Agreement and/or any Services Agreement (“Notice”) shall be in writing (which for this purpose includes email), signed by or on behalf of the Party giving it and may be served by sending it by fax, delivering it by hand or sending it by a recorded postal delivery service to the address and for the attention of the relevant Party using their last known address stated within the control panel:
For TINKLE TELECOM:
For the attention of: Accounts Department
Address: CARLTON HOUSE, 3-5 ALMA ROAD, HEADINGLEY, LEEDS, LS6 2AH
Email address: SALES@TINKLETELECOM.COM
- Any Notice shall be deemed to have been served:
- if delivered by hand, at the time and date of delivery;
- if sent by fax, on receipt of report of successful transmission; and
- if sent by post, at the expiration of 3 Business Days after the envelope containing the same was delivered into the custody of the postal authorities, provided that where, in the case of delivery by hand or fax, such delivery or transmission occurs after 6pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day;
- If sent by email, on receipt of a reply within 1 working day.
- Waiver
No waiver by either Party of any breach of any provision of this Agreement and/or any Services Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
- Severance
If any provision of this Agreement and/or any Services Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement or a Services Agreement and the remainder of the provision in question shall not be affected.
- Governing Law and Jurisdiction
- This Agreement, all Services Agreements and any dispute or claim arising out of or in connection with its or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
- The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement and/or any Services Agreement or its or their subject matter or formation (including non-contractual disputes or claims).
- For the avoidance of doubt, clause 25.2 shall not prevent a party bringing enforcement proceedings of a judgment obtained in England in any jurisdiction.
- Third Party Rights
- Any person who is not a party to this Agreement and/or any Services Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999; and
- Counterparts
- This Agreement and any Services Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement or a Services Schedule (as applicable), but all the counterparts shall together constitute the same agreement.
- Anti-Bribery
- The Customer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (or otherwise carries out activities in relation to it) for and on behalf of it in connection with the Agreement shall:
- comply with all applicable statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees an laws which relate to the anti-bribery and/or anti-corruption, including the Bribery Act 2010 (Anti-Bribery Laws);
- not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other advantage or commit any corrupt act;
- have and shall maintain in place throughout the term of the agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Anti-Bribery Laws and the Relevant Policies, and will enforce them where appropriate;
- not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
- not do or omit to do any act or thing which causes or may cause TINKLE TELECOM to be in breach of and/or commit an offence under any Anti-Bribery Laws;
- without prejudice to Clause 29, not do or omit to do any act or thing which causes or may cause TINKLE TELECOM to be guilty of an offence under section 7 Bribery Act 2010 (or would or may do so if TINKLE TELECOM was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and
- provide TINKLE TELECOM (at the Customer’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti- Bribery Laws.
- The Customer shall:
- promptly report to TINKLE TELECOM any request or demand for any financial or other advantage of any kind received in connection with the performance of the agreement by it or by its employees, agents or any other person who performs the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the agreement; and
- upon request, certify in writing that the Customer has complied with all of its obligations under this Clause 28. The Customer shall provide such supporting evidence of compliance as TINKLE TELECOM may reasonably request.
- The Customer warrants to TINKLE TELECOM that it has not, and its staff, employees, agents and any other persons who perform the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the Agreement have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person to be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act 2010; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this agreement.
- TINKLE TELECOM may terminate this Agreement immediately if the Customer is in breach of any of its obligations under this Clause 28 or if TINKLE TELECOM has reasonable cause to believe that such a breach has occurred or may occur.
- The Customer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (or otherwise carries out activities in relation to it) for and on behalf of it in connection with the Agreement shall:
- Agreement & Schedule Amendment
- TINKLE TELECOM reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time without prior notification. In addition, when using a particular TINKLE TELECOM service, you and TINKLE TELECOM shall be subject to any posted guidelines or rules applicable to such service which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the terms. TINKLE TELECOM may terminate, change, suspend or discontinue any aspect of the TINKLE TELECOM website, including the availability of any features of the website or TINKLE TELECOM services, at any time. TINKLE TELECOM may also impose limits on certain features and services or restrict your access to parts or the entire website without notice or liability.
- This agreement represents the sole and exclusive agreement between you and TINKLE TELECOM regarding the subject matter of this agreement. The parties may amend this agreement at any time by a written instrument signed by both of them.
TINKLE TELECOM LTD
LEASED LINE SCHEDULE
Last Updated: 4th April 2021
INDEX
- Definitions and Interpretation
- The Service Agreement
- Duration of Services
- Description of Leased Line Services
- Orders for Leased Line Services
- Support Services
- Service Management
- Service Availability and Credits
- Charges Mandated By Service Provider
- Equipment
- Connection of Equipment
- Access and Site Regulations
- Charges
- Use of the Service
- Limitation of Liability
- Termination
- Consequences of Termination
This Addendum relates only to our leased line products. They do not relate to any other product or service supplied by TINKLE TELECOM unless specified herein.
- Definitions and Interpretation
In this Service Agreement, the following expressions shall have the following meanings unless the context otherwise requires:
“Billing Period” | means 1 month periods of time for the billing of Rental and other Charges under this Agreement or any Contract to the Client; |
“Business Days” | any day which is not a Saturday, a Sunday or a bank or public holiday in England; |
“Charges” | means the charges for the installation and use of Leased Line Services together with any charges for additional services and equipment due by the Client to TINKLE TELECOM in terms of the Services Agreement; |
“Circuit” | means a Leased Line circuit whether for the provision of Internet Leased Line Services or Point to Point Leased Line Services; |
“Client Provided Apparatus” | means any apparatus at the Sites (not being Services Equipment) provided and used by the Client and/or a User in order to use the Services; |
“Client” | means the Party identified in Schedule 1 of this Agreement; |
“EFM” | means Ethernet in the First Mile i.e. using Ethernet protocols up to the customer premises. |
“EoFTTC” | Means Ethernet over Fibre to the Cabinet utilising a hybrid of copper and fibre. A phone line is supplied as part of this circuit. EoFTTC is the name TalkTalk apply to this service. |
“GEA” | GEA is the name BT Wholesale apply to the EoFTTC product. A phone line needs to be present in order to install this service. |
“Go Live Date” | means the date on which TINKLE TELECOM notifies the Client or any User that the Service or part thereof are ready for use or, if earlier, the date on which the Client or any User first makes use of the Service of part thereof; |
“Help Desk” | the telephone helpdesk described in Clause 7.1; |
“Incident Report” | notification of an Incident which is raised by TINKLE TELECOM or by the Client; |
“Incident” | a failure of the Service to operate in accordance with its published specification; |
“Installation Charges” | means the charges payable for installation of Services Equipment and for the commissioning and configuration of Services, as specified in the Order or as subsequently varied in accordance with the terms of this Agreement; |
“Leased Line” | means a circuit provided by TINKLE TELECOM as described in clause 5; |
“Normal Business Hours” | the hours between 09:00 and 17:30 on Business Days; |
“Operations Manual” | the TINKLE TELECOM operations manual applicable to the Services as may be amended from time to time; |
“Order” | means a request for the provision of Services by the Client which has been accepted by TINKLE TELECOM in accordance with Clause 6 of this Agreement; |
“Priority Level” | the priority levels specified in the table set out at Clause 8.4.1; |
“Protected Circuit” | means a Circuit the local tail of which is protected fibre; |
“Rental” | means the rental payable by the Client to TINKLE TELECOM for the provision of Services and the Services Equipment as specified in the Order or as increased or decreased by TINKLE TELECOM in accordance with the terms of any Contract; |
“Service Credits” | means reductions in certain charges or compensation payments in respect of TINKLE TELECOM failing to meet specified Service Levels, calculated in the manner set out in this Agreement; |
“Service Provider” | means any third party who from whom TINKLE TELECOM procures services in order to provide the Services under this Agreement; |
“Services Equipment” | means any apparatus, equipment and cabling provided by TINKLE TELECOM at a Site as an essential part of providing Services under the terms of this Agreement; |
“Services” | means the supply of 1st and 2nd line broadband technical helpdesk Services provided by TINKLE TELECOM to the Client as specified in the Order and “Service” shall have a corresponding meaning; |
“Site” | means the premises or other locations from and to which Services are to be provided to the Client as specified in the Order; |
“Support Service” | the support services described in clause 7; |
“Target Go Live Date” | means the target date agreed between TINKLE TELECOM and the Client for the commencement of Services as set out in an Order or as subsequently revised by the Client in accordance with the terms of this Agreement; |
“the Act” | means the Communications Act 2003; |
“the Code” | means any Code of Practice relevant to the Services issued by PhonepayPlus or Ofcom as amended from time to time; |
“this Agreement” | means this Service Agreement and its Schedules and any Order; |
“Unavailable Time” | means a period of time when there is a total break in transmission. |
“Unprotected Circuit” | means a Circuit the local tail of which is unprotected copper or fibre; |
- The Condition and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.
- References to the singular include the plural and vice versa, and references to one gender include the other gender.
- Any phrase introduced by the expressions “includes”, “including” or “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Any reference to a statute, statutory provision or subordinate legislation (together “legislation”) shall (except where the context otherwise requires) (i) be deemed to include any bye-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (iii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time.
- Unless specifically provided to the contrary all notices under this Agreement shall be in writing.
- References to times are to London
- Any reference to an “hour” means an hour in a day and any reference to a “day” means a period of 24 hours running from midnight to midnight.
- Except to the extent that they are inconsistent with the definitions and interpretations in this Agreement or are otherwise defined in this Agreement, the definitions and interpretations in the Master Agreement shall apply to this Agreement.
- The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
- References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.
- The Service Agreement
- The terms of the Master Agreement shall apply in relation to the supply of the Services and the terms of this Agreement shall apply between the parties as if the Master Agreement were incorporated into this Agreement.
- Notwithstanding Clause 3.1 the Master Agreement shall remain fully effective and unamended, in relation to the supply of any goods and or services other than the Service.
- Duration of Services
- For the duration of this Agreement TINKLE TELECOM agrees to:
- provide the Client with the Services on the terms of this Agreement;
- exercise the reasonable skill and care of a competent communications provider in providing the Service and if required, in determining how best to provide the Service to a Site;
- use its reasonable endeavours to provide the Service by the Target Go Live Date and in accordance with the service levels set out in this Agreement but all dates are estimates and except as set out in the service guarantee provisions, TINKLE TELECOM has no liability for failure to meet any date;
- It is technically impracticable to provide a fault free Service and TINKLE TELECOM does not undertake to do so. TINKLE TELECOM agrees to repair any faults in accordance with the service standards as set out in this Agreement.
- The Service Minimum Period for Leased Line Services shall be as provided for in the relevant Order.
- For the duration of this Agreement TINKLE TELECOM agrees to:
- Description of Leased Line Services
- Leased Line Services are provided as:
- Internet Leased Line Services – a dedicated, private, fixed capacity circuit delivered from the TINKLE TELECOM Network to the Client Site with Internet connectivity. These Services may share infrastructure with the TINKLE TELECOM Network and/or that of other Service Providers. Internet Leased Line Services are delivered as a Fully Managed Service with an TINKLE TELECOM supplied router, 24/7 remote monitoring and management by TINKLE TELECOM network operations.
- Unmanaged Internet Leased Line Services – a dedicated, private, fixed capacity circuit delivered from the TINKLE TELECOM Network to the Client Site with Internet connectivity. These Services may share infrastructure with the TINKLE TELECOM Network and/or that of other Service Providers. Internet Leased Line Services are delivered to the customers premises, but it is the customers responsibly to supply the termination equipment and to monitor.
- Point-to-Point Leased Line Services– a dedicated, private, fixed capacity circuit delivered point to point between Client nominated sites. Point-to-Point Leased Line Services do not share infrastructure with the TINKLE TELECOM Network and will be delivered as a stand-alone Service which will not be monitored by TINKLE TELECOM .
- Leased Line Services are provided as:
- Orders for Leased Line Services
Orders for Leased Line Services shall be completed according to process set out in this clause.
- Quotations can be generated online via the reseller control panel.
- All quotations made by TINKLE TELECOM shall be deemed to be made subject to the terms and conditions of this Agreement and survey.
- If Excess Construction Charges (ECC) are applicable in order to provide the Services TINKLE TELECOM shall notify the Client in writing of the charges and the reasons for them. The Client shall indicate acceptance of the excess construction charges in writing. 50% of ECC charges will be required to be paid prior to TINKLE TELECOM confirming acceptance to the carrier. If ECC charges are not accepted then the order can be cancelled without penalty.
- If no ECC charges are identified the order will proceed and the ability to cancel free of charge is no longer available.
- The provision of an online Order via the Reseller Control Panel by the Client shall constitute an offer to acquire the Services specified in the Technical Requirements Document subject to (i) confirmation that the Services can be provided and (ii) where excess construction charges are applicable, acceptance of those charges in terms of clause 3.
- No Order shall be binding on TINKLE TELECOM until that Order has been accepted by the TINKLE TELECOM Provisioning Team by notice to the Client.
- Upon acceptance by TINKLE TELECOM the Services shall be provided under the terms of this Agreement.
- A request for the upgrade or downgrade of an existing Service shall not be considered a request for services in terms of this clause 5 but on acceptance by TINKLE TELECOM will be deemed an amendment of the existing Order under which those Services are provided.
- Support Services
- Help Desk Support
During the hours of Service specified in Clause 6.2, TINKLE TELECOM will provide a client service and administration telephone help desk facility (“Help Desk”) for the benefit of the Client. TINKLE TELECOM shall accept calls for English language telephone support in connection with Orders and Faults during the hours of Service specified in Clause 6.2. - Hours of Service
- The Help Desk is available to receive calls for reporting on all Faults via telephone 24 hours a day 7 days a week, including Bank and Public Holidays. Out of hours phone numbers will be provided. During business hours all calls and faults must be reported via the normal support phone number stated on our website. Prior to raising a fault it is expected the customer has followed our standard procedures and have collected the appropriate information before contacting the support desk.
- The support team will aim to deliver proactive updates via email and / or phone, whichever is deemed to be most suitable.
- Scheduled and Emergency Maintenance
- From time to time TINKLE TELECOM may interrupt the Service to maintain, update or enhance software Equipment or other aspects of the Service and/or the TINKLE TELECOM Network (“Maintenance Events”). TINKLE TELECOM will, where possible, give the Client a minimum of 2 Business Days advance notice of such events, and where possible will schedule Maintenance Events so as to cause minimum interruption of the Service. For the avoidance of doubt, it may not be possible to give such notice where interruption to the Service is necessary to deal with Incidents occurring in connection with the Service.
- From time to time TINKLE TELECOM may interrupt the Service to carry out emergency maintenance to the TINKLE TELECOM Network in order to maintain appropriate levels of service quality and to provide where possible minimum impact to the Service.
- The Client shall give all reasonable assistance to TINKLE TELECOM to enable Maintenance Events to commence on the planned date and for them to be completed efficiently.
- Any Maintenance Events which occur during Normal Business Hours, and which were not requested by the Client, shall be considered downtime for the purpose of service availability measurement set out in clause 8.
- Help Desk Support
- Service Management
- Incident Reporting
- TINKLE TELECOM shall supply monitoring and management of Internet Leased Line Services 24 hours a day 7 days a week together with pre-emptive Incident reporting to the Client whenever reasonably possible. In the event that any Incident is experience by the Client that it has not been identified by TINKLE TELECOM , the Client must submit an Incident Report to our support teams by telephone or via email.
- For Point to Point Leased Line and Unmanaged Leased Line Services clause 7.1.1 does not apply and the Client will be responsible for the submission of Incident Reports to TINKLE TELECOM .
- All Incident Reports submitted by the Client must provide a complete description of the Incident and any information reasonably requested by TINKLE TELECOM .
- The support team will require the Client to conduct first line diagnostics with any of its Users where appropriate. First line diagnostic steps can be located within the Support Lounge found within the Reseller Control Panel.
- If the Client reports any Incident via an email outside of Normal Business Hours, the Client must place a follow up call to the out of hours number in order to notify the TINKLE TELECOM engineer of the nature of the Incident.
- Incident Response Timescales
- TINKLE TELECOM shall use best endeavours to assign an Incident to an appropriate TINKLE TELECOM engineer within 30 minutes of the generation or receipt of a fault for no less than 95% of Incidents properly submitted to TINKLE TELECOM by the Client in accordance with Clause 7.1.
- TINKLE TELECOM shall use best endeavours to make an update on an Incident available to the Client via email within the response times specified in Clause 7.4.1.
- Incident Resolution Targets
TINKLE TELECOM shall use reasonable endeavours to clear Incidents within the time scales specified within the Incident classification matrix set out in Clause 7.4.1. - Incident Classification Matrix
- The Incident classification matrix set out below outlines the description, and target resolution times associated fault types.
- Incident Reporting
Complete Outage | Fibre Break | Severe Packet Loss | Small Packet Loss | ||
BT Wholesale | Fibre | 5 Hours | 5 Hours | 12 Hours | 24 Hours |
EFM | 7 Hours | 7 Hours | 12 Hours | 24 Hours | |
GEA | 7 Hours | 7 Hours | 12 Hours | 24 Hours | |
Wireless | 10 Hours | N/A | 12 Hours | 24 Hours | |
TalkTalk Business | Fibre | 5 Hours | 5 Hours | 12 Hours | 24 Hours |
EFM | 6 Hours | 6 Hours | 12 Hours | 24 Hours | |
EoFTTC | 7 Hours | 7 Hours | 12 Hours | 24 Hours | |
Sky | Fibre | 5 Hours | 5 Hours | 12 Hours | 24 Hours |
Virgin Media | Fibre | 5 hours | 15 Hours | 12 Hours | 24 Hours |
CityFibre | Fibre | 6 Hours | 6 Hours | 12 Hours | 24 Hours |
GPON | 9 Hours | 9 Hours | 12 Hours | 24 Hours | |
Colt | Unprotected | 8 Hours | 8 Hours | 12 Hours | 24 Hours |
Protected | 4 Hours | 4 Hours | 12 Hours | 24 Hours | |
Openreach | Fibre | 5 Hours | 5 Hours | 12 Hours | 24 Hours |
- The Client understands and accepts that it may be necessary to extend the timescales in the Incident classification matrix above due to the complexity of the Incident or where TINKLE TELECOM is dependent on a third party for resolution of the Incident. In such circumstances, TINKLE TELECOM shall use reasonable endeavours to eliminate or reduce the impact of the Incident on the Service by provision of a workaround, with permanent correction to follow.
- Clearance of Incidents
TINKLE TELECOM will clear an Incident reported to TINKLE TELECOM by the Client in accordance with this Agreement and an Incident Report will be considered to have been cleared where either:
- it is corrected by TINKLE TELECOM (including the provision of a temporary fix); or
- TINKLE TELECOM has investigated the Incident and TINKLE TELECOM ’s initial fault diagnostic testing indicates that the Incident is not found and/or is not the fault of TINKLE TELECOM ; and this has been confirmed by TINKLE TELECOM to the Client.
- Escalation Process
TINKLE TELECOM will provide an escalation process where an Incident is understood as a clear request for the support of a higher technical or management level in order to clear the Incident. If the Incident is considered to be not progressing in a satisfactory manner or if it is foreseen that the targeted time to repair will not be met, either Party may escalate the Incident.
- Service Availability and Credits
- Overall Service Availability
- TINKLE TELECOM aims to provide the Service with a target of 100% availability at all times, subject to the terms of this Agreement.
- If there is an Outage, based on TINKLE TELECOM ’s data, TINKLE TELECOM will apply a reduction to the Customer’s rental charge for the Service as follows, provided the Customer reports the Outage and claims for a reduction to the rental charge in accordance with 8.1:
a) where the Outage Period is greater than the limits set in 7.4.1, TINKLE TELECOM will apply a credit equivalent to one (1) day’s rental charge per hour of downtime for that Service in excess of the target. For the purpose of calculating the Outage Period, a fraction of one (1) hour will be rounded-up to the nearest hour;
b) where the Customer has taken a TINKLE TELECOM Resilient option and experiences an Outage, TINKLE TELECOM , in accordance with this paragraph, will apply a reduction to the rental charges of both the primary and secondary links.
- For the purposes of this clause 8.1, overall service availability excludes:
a) scheduled Maintenance Events as described in clause 6.3;
b) Client-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by TINKLE TELECOM to provide the Service); or
c) outages or disruptions attributable in whole or in part to force majeure events;
- Limit on compensation
- Any Service Credits due to the Client shall be the Client’s sole and exclusive remedy with respect to such failures and shall be in lieu of any other remedy which the Client may have at law.
- The maximum compensation for Unavailable Time the Client can receive in any month is an amount equal to 100% of the Rental due in respect of that Service for the month in which the failure(s) occur and the maximum compensation in aggregate the Client can receive is an amount equal to 25% of the annual rental for the period covered by a 12 months cycle, the first such cycle starting on the Go Live Date.
- How TINKLE TELECOM will pay Service Credits
- Any compensation payable under 7.4.1 above will be credited on the Client’s invoice for Rental for the following Billing Period.
- Exclusions from service availability and service credits
The service levels, service guarantees and any Service Credits will not apply if:
- the failure by TINKLE TELECOM is due to the Client’s own network or equipment or any other network or equipment outside the TINKLE TELECOM Network; or
- the Client is in breach of any part of this Agreement or TINKLE TELECOM suspends the Service or any part of it in accordance with this Agreement; or
- through no fault of its own or because of circumstances beyond its reasonable control, TINKLE TELECOM is unable to carry out any necessary work at, or gain access to the Client’s Site and/or an End User’s Site or the Client fails to agree an appointment date or work is aborted; or
- the Client and TINKLE TELECOM agree a different timescale for performance of the Service, but will apply to any new Target Go Live Date agreed, provided that the new date is after any previous Target Go Live Date(s);or
- reasonable assistance is required or information is reasonably requested by TINKLE TELECOM or a Service Provider from the Client, End User or a third party and such assistance or information is not provided; or
- through no fault of its own, TINKLE TELECOM is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level; or
- the failure is due to a Force Majeure event; or
- the failure is due to a scheduled Service outage; or
- the failure is due to an inaccurate Order being submitted by the Client; or
- the fault is not reported in accordance with clause 8.1 for Point to Point and Unmanaged Leased Line Services.
- Network Performance
- TINKLE TELECOM Packet Success Service Level Guarantee
TINKLE TELECOM ‘s packet success goal is based on the successful delivery of packets through the TINKLE TELECOM IP network. Unsuccessful packets are deemed to be those dropped due to transmission errors or router overload.
a) TINKLE TELECOM ‘s packet success Service Level Guarantee (“Guarantee”) is successful delivery of packets will meet or exceed 99% between TINKLE TELECOM -designated IP backbone paths for Leased Line Services.
b) The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.
c) Should TINKLE TELECOM fail to meet the Guarantee in two consecutive calendar months, the Client is entitled to a one (1) day prorated credit of the Rental for the second month and an additional one (1) day prorated credit for any consecutive month in which the Guarantee is not met. To receive the credit the Client must contact TINKLE TELECOM ‘s customer service group within 30 days of the end of the month for which credit is requested. Credits will be paid to the Client in terms of clause 9.4.2.
- TINKLE TELECOM Latency Service Level Guarantee
TINKLE TELECOM ‘s Latency Service Level Guarantee (“Guarantee”) is based on an average round-trip transmission between TINKLE TELECOM -designated backbone POPs for TINKLE TELECOM services. Latency shall be measured by TINKLE TELECOM averaging sample measurements taken during a calendar month between such backbone POPs.
Latency of 50ms or less – The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.
- TINKLE TELECOM Packet Success Service Level Guarantee
- Overall Service Availability
- Charges Mandated By Service Provider
TINKLE TELECOM reserves the right to pass on to Clients on a cost-plus basis (adding 10%) any charges levied by the Service Provider to which it is exposed as a result of the Client and/or its Users’ actions.
- Equipment
- All Services Equipment remains the property of TINKLE TELECOM at all times.
- The Client agrees to:
- prepare the Site and provide a suitable place, conditions, connection points and electricity for TINKLE TELECOM or carrier Equipment at the Site in accordance with TINKLE TELECOM ’s reasonable instructions, if any; and
- obtain all necessary consents, including for example, consents for any necessary alterations to buildings, permission to cross other people’s land or permission to put TINKLE TELECOM /carrier Equipment on their property.
- The Client is responsible for TINKLE TELECOM equipment and agrees to take reasonable steps to ensure that nobody (other than someone authorised by TINKLE TELECOM ) adds to, modifies or in any way interferes with it. The Client will be liable to TINKLE TELECOM for any loss of or damage to TINKLE TELECOM Equipment, except where such loss or damage is due to fair wear and tear or is caused by TINKLE TELECOM , or anyone acting on TINKLE TELECOM ’s behalf.
- Connection of Equipment
- Any equipment connected to the Service must be:
- technically compatible with the Service and not harm the TINKLE TELECOM Network, the Service or TINKLE TELECOM Equipment or another party’s network or equipment;
- connected and used in line with any relevant instructions or laws; and
- connected and used in line with any relevant standards including, in the order of precedence set out below:
(i) Any legal requirements imposed upon the parties including requirements arising from General Condition 2 set under section 45 of the Communications Act 2003;
(ii) any relevant specification notified by Ofcom in implementation of the recommendations of the Network Interoperability Consultative Committee;
(iii) any recommendations by the European Telecommunications Standards Institute; and
(iv) any recommendations by the Telecommunications Standards Bureau (formerly the International Telegraph and Telephone Consultative Committee) of the International Telecommunication Union. - The Client agrees to connect equipment to the Service only by using the NTE provided by TINKLE TELECOM with the Service.
- TINKLE TELECOM will not be liable for failure to meet any service level or other obligations under this Agreement if any equipment is found to be connected otherwise than in accordance with this clause.
- TINKLE TELECOM reserves the right to disconnect any Client equipment if the Client does not fulfil its obligations under this Clause 12 or if in the reasonable opinion of TINKLE TELECOM Client Provided Apparatus is liable to cause the death of, or personal injury to any person.
- Any equipment connected to the Service must be:
- Access and Site Regulations
- The Client agrees to take reasonable steps to provide access to the Client’s Site and to ensure that the End User provides TINKLE TELECOM with access to the End User’s Site including for the purpose of installation and use of the TINKLE TELECOM Equipment at the Client’s Site and/or at the End User’s Site.
- TINKLE TELECOM agrees to observe the Client’s and the End User’s reasonable Site safety and security requirements.
- The Client agrees to provide and agrees to take reasonable steps to ensure that the End User provides a suitable and safe working environment for TINKLE TELECOM at the Client’s Site and/or the End User’s Site. The Client agrees to indemnify TINKLE TELECOM against all loss, damages, liabilities, costs and expenses arising or incurred in respect of any actions, claims or legal proceedings which are brought or threatened against TINKLE TELECOM if the Client is in breach of this sub-clause. The limitation of liability provisions of this Agreement do not apply to this indemnity.
- It is the responsibility of the Client or End User to carry out any making good or decorator’s work required but TINKLE TELECOM accepts responsibility for any property damage caused by TINKLE TELECOM ’s negligence subject to the limitation of liability provisions of this Agreement.
- Charges
- The Client shall pay to TINKLE TELECOM the Installation Charges and Rental and any other charges due under this Agreement. Such charges shall be invoiced monthly in advance. The first Billing Period shall commence on the Go Live Date.
- All Charges payable hereunder by the Client shall be payable to TINKLE TELECOM in British Pounds Sterling in immediately available funds within agreed credit terms after the date of TINKLE TELECOM ‘s invoice.
- Where any Go Live Date is delayed at the Client’s request or by virtue of the Client’s act, neglect or failure to fulfil its obligations hereunder, the Rental for the first Billing Period and Installation Charges for that Service shall be payable no later than the Target Go Live Date for that Service unless otherwise agreed in writing between the Parties.
- TINKLE TELECOM shall be entitled to increase Rental and other charges payable by the Client after expiry of the Minimum Period from time to time by giving the Client not less than four (4) weeks’ prior written notice.
- The Charges are exclusive of all applicable taxes, including Value Added Tax, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Client.
- Without prejudice to TINKLE TELECOM ’s right to treat non-payment or late payment as a repudiatory breach of this Agreement, in the event of non-payment of any invoice which is not the subject of a bona fide dispute TINKLE TELECOM reserves the right to charge daily interest on any outstanding amounts until payment is received in full at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred by TINKLE TELECOM in securing such payment and/or obtaining such judgment, as the case may be.
- All sums due to TINKLE TELECOM under this Agreement shall be payable by the Client in full (without any set-off, deductions or withholding whatsoever) by Bank Transfer, Direct Debit or Credit / Debit Card.
- TINKLE TELECOM reserves the right at any time to require the Client to issue a deposit, irrevocable letter of credit or other form of security acceptable to TINKLE TELECOM if the Client’s financial circumstances or payment history is or becomes unacceptable to TINKLE TELECOM .
- Use of the Service
- The Client shall use the Services strictly in accordance with any reasonable operating instructions issued by TINKLE TELECOM from time to time.
- The Client shall not itself or knowingly permit any User to use the TINKLE TELECOM Network or Services to do any of the following:
- publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information;
- threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
- engage in illegal or unlawful activities through the TINKLE TELECOM Network;
- knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Client, the User or Additional User (as appropriate);
- knowingly make available or upload files that contain a virus or corrupt data;
- falsify the true ownership of software or other material or information contained in a file that the Client, any User or Additional User makes available via the TINKLE TELECOM Network;
- “spam” or otherwise deliberately abuse any part of the TINKLE TELECOM Network;
- obtain access, through whatever means, to notified restricted areas of TINKLE TELECOM Network.
- If the Client becomes aware that any User or Additional User is using the TINKLE TELECOM Network to perform any of the activities listed in Clause 4.3 it shall enforce the applicable terms in its agreement with its User(s) and shall use all best endeavours to stop such User from doing so. In the event that TINKLE TELECOM becomes aware that a User or any Additional User is performing any of the activities listed in Clause 4.3, TINKLE TELECOM shall bring the breach to the attention of the Client in writing. If TINKLE TELECOM have not received, within one (1) Business Day of dispatch of such a message, a satisfactory response from the Client detailing the actions that have been taken to stop a User or Additional User performing in this way, which actions may include restricting the access of the User or Additional User to the TINKLE TELECOM Network or disconnecting the User or Additional User from the TINKLE TELECOM Network, then TINKLE TELECOM shall have the right to restrict the access of and/or disconnect the User(s) or Additional User(s) in question, and if necessary the entire Service, from the TINKLE TELECOM Network. If TINKLE TELECOM exercises its rights to disconnect a User or Additional it will notify the Client as soon as reasonably practicable in the circumstances.
- Each Party shall provide the other with all reasonably necessary co-operation, information and support to prevent and/or stop any misuse of TINKLE TELECOM Network by Users.
- Limitation of Liability
- Nothing in this Agreement shall exclude or restrict either Party’s liability for fraud, death or personal injury resulting from that Party’s negligence.
- Neither Party shall be liable to the other under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise for:
- any loss of business, contracts, profits, anticipated savings, goodwill, or revenue;
- any loss or corruption of data; and/or
- for any indirect or consequential loss whatsoever incurred by either Party, whether or not the Party relying on this Clause 17.2 was advised in advance of the possibility of any such loss.
- Except in relation to Clauses 15.3 and 15.4 and the indemnity in Clause 16.2, the total aggregate liability of either Party to the other under or in connection with this Agreement shall not exceed the lesser of one hundred thousand pounds (£100,000) or the Charges due to TINKLE TELECOM in the previous 12 month period for any one event or series of events.
- In relation to Clause 15.3 and 15.4 only, the total aggregate liability of the Client to TINKLE TELECOM shall not exceed two hundred thousand pounds (£200,000) for any one event or series of events.
- The Client shall be liable to TINKLE TELECOM for all liabilities, claims and costs arising directly from the acts and omissions of any third parties (including Users) using the Service through the Client, relating to the Client’s use of the Services except where such liabilities, claims and costs arise from TINKLE TELECOM ’s negligence or breach of this Agreement.
- The Client agrees to indemnify defend and hold harmless TINKLE TELECOM against all liabilities claims, liabilities, losses and costs (including reasonable and properly incurred legal costs) arising directly in connection with the Client’s use of the Service by the Client’s Users or any third party using the Service through the Client except where such claims arise from TINKLE TELECOM ’s negligence or breach of this Agreement.
- Termination
- This Agreement may be terminated without penalty:
- by TINKLE TELECOM providing notice via the control panel provided that such notice shall not expire before the end of the Minimum Period; or
- by the Client providing notice in writing no later than the minimum lead times set in 16.1.3 prior to the expiry of the Minimum Period or any subsequent renewal.
- Minimum cease lead times are details as follows:
- This Agreement may be terminated without penalty:
Lead Time | ||
BT Wholesale | Fibre | 30 Working Days |
EFM | 30 Working Days | |
GEA | 30 Working Days | |
Wireless | 30 Working Days | |
TalkTalk Business | Fibre | 30 Working Days |
EFM | 30 Working Days | |
EoFTTC | 30 Working Days | |
Sky | Fibre | 30 Working Days |
Virgin Media | Fibre | 90 Days |
CityFibre | Fibre | 35 Working Days |
GPON | 35 Working Days | |
Colt | Fibre | 90 Days |
Openreach | Fibre | 30 Working Days |
- Notwithstanding the termination of this Agreement the terms of this Agreement shall remain in force in respect of any Order until the expiry of the Minimum Period for the provision of Services in that Order. For the avoidance of doubt, the termination of this Agreement shall not be effective until the Minimum Period for any existing Order has expired.
- Notwithstanding any other rights under this Agreement, either Party may terminate this Agreement immediately in the event that:
- the other Party holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrancer take possession of or appointed over or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
- if either Party commits a material breach or other persistent breach of this Agreement which in the case of a breach capable of being remedied, is not remedied within thirty (30) days of a written request by the other Party to remedy the same.
- TINKLE TELECOM may immediately terminate or suspend all or any part of this Agreement or the Services if:
- Ofcom or PhonepayPlus determine, or TINKLE TELECOM reasonably considers, that use of the Services by the Client or any User or Additional User (i) does not constitute Appropriate Use (ii) is in breach or may be in breach of the Code or any other relevant statutory or regulatory act, regulation, code or similar (iii) is fraudulent or illegal or may be fraudulent or illegal; or
- if Ofcom or any other authority of competent jurisdiction revokes the supplier’s authorisation as Public Electronic Communications Network under the Act and as a result TINKLE TELECOM can no longer legally comply with its material obligations under this Agreement and the Service Agreements.
- Consequences of Termination
- Except as provided for in clause 16.2, in the event of the termination of this Agreement for whatever reason the Client shall:
- cease to use any of the Services, and;
- permit TINKLE TELECOM or any nominated representative of TINKLE TELECOM to enter the Sites during any Business Day for the purpose of removing any or all of the Services Equipment;
- Except as provided for in clause 16.2, in the event of the termination of this Agreement for whatever reason the Client shall:
- where TINKLE TELECOM is entitled to terminate this Agreement as a result of a default by the Client provided for in clause 16.3.1 or 16.3.2 or failure to pay any Charges or other amount due in terms of this Agreement; TINKLE TELECOM shall be entitled to continue to provide the Services to any person or entity making use of the Services or any facility of the Services at the time TINKLE TELECOM ’s right of termination arises. The Client shall provide any permission or authorisations required enabling TINKLE TELECOM to continue the uninterrupted provision of the Services and TINKLE TELECOM shall be entitled to contract directly with and receive payment directly from such users including any Charges due by the Client to TINKLE TELECOM in terms of this Agreement.
- In the event of a customer terminating their service prior to the contractual period purchased, the customer agrees to pay any remaining rental charges from the date of cancellation to the date the contractual period finishes. TINKLE TELECOM reserve the right to levy a charge on the remaining period. For example, should three months remain on the contractual period and the service ceases prior to this final date, TINKLE TELECOM reserve the right to levy a single charge of three months collectively.
- In the event of you or the customer cancelling the order once it has been placed, you agree to pay any charges levied by our carriers to us.
Tinkle Retention Policy
This article discusses the options available to Tinkle users when backing up their account data. It also provides data retention guidelines for the account in general as well as for the Analytics Portal.
Tinkle enforces rules for managing account data storage for optimal system performance and reliability. According to the enforcement of the Tinkle Data Protection Policy, users have options for backing up data before it is deleted.
Voicemail, call recordings, and call logs can be viewed through the Tinkle manager
Account Data Backup Options
Tinkle Users can back up their account data by download the data from the tinkle manager
Download the data from the Tinkle Manager
Users can download their voicemail, call logs, and call recordings from the Tinkle online account.
FEATURE | BACKUP OPTION |
Call Recordings | Yes |
Call Logs | Yes |
Voicemails | Yes |
General Account Data Retention Guidelines
IMPORTANT: If a user extension is deleted from the account, any call recordings or messages associated with this user will also be permanently deleted and can not be recovered. It is recommended to download and save any recordings or messages that need to be retained before deleting any user from your account.
FEATURE | DURATION | COUNT / SIZE |
Automatic Call Recordings | 1 rolling calendar year’s recordings. (Further years can be purchased if data needs to be kept longer) | No Limit |
Inbox | 1 rolling calendar year’s recordings. (Further years can be purchased if data needs to be kept longer) | No Limit |
Call Log/Stats | 12 months | No limit |
Analytics on system usage (to support development and technical queries) | 1 month | – |
