1.1. “CALL CHARGES” means the price charged to each participant by the participants’ own network operator.
1.2. “STANDARD CONTRACT” means the contract between WHYPAY? and the Customer for the provision of WHYPAY? Services. The Contract is subject to these Terms and Conditions and any applicable terms on the WHYPAY? website.
1.3. “CUSTOMER” (also referred to as “You” in these Terms and Conditions) means any individual or legal person to whom WHYPAY? provides WHYPAY? Services in accordance with these Terms and Conditions.
1.4. “FORCE MAJEURE” means any circumstances beyond the control of WHYPAY? or the Customer (including, without limitation, any external network failure, technical limitation, power failure, change in regulations, strike or other industrial action).
1.5. “WHYPAY?” (also referred to as “We” and “Us” in these Terms and Conditions) is a trading name of WHYPAY? Ltd whose place of business is 5th Floor, Oxford Place, 61 Oxford Street, Manchester, M1 6EQ.
1.6. “WHYPAY? NETWORK” means the telephone network operated by Nexbridge Communications Limited.
1.7. “WHYPAY? PIN CODE” (also referred to as “WHYPAY? PIN” and “PIN”) means the Personal Identification Number allocated to the Customer for access to the WHYPAY? Service.
1.8. “WHYPAY? SERVICE” (also referred to as the “SERVICE”) means free and paid telephone conferencing services which enable the Customer and/or other Participants to engage in simultaneous telephone calls involving two or more linked telephone connections. For details of the availability of the WHYPAY? Service please refer to the website at whypay.net.
1.9. “WHYPAY? FREE SERVICE” (also referred to as the “FREE SERVICE”) means the free telephone conferencing service which enables the Customer and/or other Participants to engage in simultaneous telephone calls involving two or more linked telephone connections. For details of the availability of the WHYPAY? Free Service please refer to the WHYPAY? website.
1.10. “WHYPAY? PAID SERVICE” (also referred to as the “PAID SERVICE”) means any telephone conference service provided by WHYPAY? where the customer has paid WHYPAY? for that service and as described on the WHYPAY? Website from time to time.
1.11. “WHYPAY? PAID PLANS” (also referred to as the “PAID PLANS”) means the paid recurring subscription services provided by WHYPAY?” and as described on the WHYPAY? Website from time to time.
1.12. “OFCOM” means the Office of Communications or equivalent statutory body appointed to oversee the telecommunications industry.
1.13. “PARTICIPANT” means any person participating in a WHYPAY? conference call.
1.14.” TERRITORY” means the United Kingdom.
2. Obligations of WHYPAY? for the provision of the WHYPAY? Service:
2.1. WHYPAY? is the provider of the WHYPAY? Service and shall act with good skill and care to provide the service.
2.2. The WHYPAY? Service allows multiple participants to connect simultaneously over the WHYPAY? Network.
2.3. The WHYPAY? Service is subject to capacity availability and WHYPAY? does not guarantee that the number of connections required by Customers will always be available at any given time.
2.4. We shall endeavour to make the WHYPAY? Service available 24 hours a day and 7 days per week, EXCEPT:
2.4.1. In the event of planned maintenance;
2.4.2. In the event of emergency maintenance;
2.4.3. In the event of circumstances beyond our control.
3. Charges for the Service
3.1. The Customer shall pay to WHYPAY? all Charges in accordance with the terms of this Agreement. For the avoidance of doubt nothing in this Agreement shall prevent WHYPAY? from claiming from the Customer any Charges which were not billed at the time of usage within three months of the time of the unbilled services and there shall be no time restriction on WHYPAY? claiming these Charges.
3.2. If WHYPAY? has not received payment within 30 days after the due date then:
3.2.1. WHYPAY? may disable the Customer’s password, account and access to all or part of the Services and WHYPAY? shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
3.2.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3.3. For the avoidance of doubt, we do not charge the Customer or other Participants for the use of the WHYPAY? Free Service.
3.4. For any Paid Services, charges may be issued to the customer on a one-off or recurring basis. All charges will be itemised on invoices sent to the customer.
3.5. Customers who subscribe to WHYPAY? Paid Plans will be charged in advance for the appropriate plans, at the rate agreed at the date of service commencement.
3.6. Customers may upgrade their WHYPAY? Paid Plan to a higher rate plan or apply an Add-on to their existing WHYPAY? Paid Plan at any time during their agreement and will be charged from the date of the upgrade/Add-on. WHYPAY? will charge a pro-rated fee if the upgrade/Add-on is carried out mid-term. WHYPAY? Paid Plans may also be downgraded to a lower rate plan or have Add-ons removed at any time. Customers who downgrade to a lower rate Paid Plan or remove an Add-on mid-term will immediately lose access to the corresponding services and, where appropriate, a pro-rated credit for the unused services will be applied to their next bill.
3.7. WHYPAY? Paid Plans will automatically renew at the end of each billing term unless cancelled by the customer.
3.8. If a customer cancels any Paid Services before the current billing term has ended they will continue to have access to those Paid Services until the end of the current billing cycle.
3.9. If a customer with a WHYPAY? Paid Plan/Add-on chooses to delete their account before the end of the current billing cycle their subscription will be cancelled immediately and a pro-rated refund will automatically be issued for any unused services.
3.10. The descriptions, associated charges and the nature of any charges for the features and facilities of the WHYPAY? Paid Services are advertised on the WHYPAY? website from time to time.
3.11. Participants who call into either a Customer’s WHYPAY? Free Service or a Customer’s WHYPAY? Paid Plan conference room will not be charged by WHYPAY? for the use of the WHYPAY? Service.
3.12. Each participant will pay the Call Charges on the telephone bill issued by their telephone network operator at the prevailing Call Charge rate for calls to the dial-in number. 03 calls are Ofcom regulated and included in bundled minutes (if available) and charged at Standard Geographic Rates (the same as calls to numbers beginning 01 or 02) for calls made out of bundle. This applies for all UK mobile and landline networks.
3.13. Participants should check with their telephone network operator to confirm the Call Charge rate for the dial-in number applicable to the Service.
3.14. We do not charge any cancellation or booking fees for the use of the WHYPAY? Service.
3.15. All Charges due from the Customer to WHYPAY? shall be calculated by reference to data logged or recorded by WHYPAY? and not by reference to data logged or recorded by the Customer.
3.16. WHYPAY? shall provide invoices to the Customer identifying the fees payable. Notwithstanding anything else in the Agreement, this amount must be paid by the Customer to WHYPAY? in accordance with the invoice either via monthly Direct Debit or recurring monthly card transactions unless otherwise agreed in writing.
3.17. The Customer agrees to WHYPAY?’s initial and continuing credit approval procedures and policies. WHYPAY? may withhold implementation of the Services pending a credit review and subject to conditions specified by WHYPAY?, including security for payments (cash deposit, guarantee or other means).
3.18. WHYPAY? shall have the right at any time to increase the Charges on giving to the Customer 30 days’ prior written notice, as a result of:
3.18.1. (a) a direction, determination, order or decision of any government agency or regulatory body such as Ofcom and PPP or any other in any competent jurisdiction; or (b) any notice is issued by the Carrier or Network Operator amending or introducing a payment for telecommunications services; or
3.18.2. a variation of a Charge which has retrospective effect payable by WHYPAY? in respect of any person authorised to run a telecommunication system in the Territory or elsewhere.
3.19. All amounts due under this Agreement will be paid by the Customer to WHYPAY? in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4. Customer Obligations
4.1. You warrant and undertake that your use of the WHYPAY? Service will comply with these Terms and Conditions and with any applicable legislative and regulatory provisions.
4.3. It is the Customer’s responsibility to visit the WHYPAY? Website regularly to check for any notices which may have been posted.
4.5. You will not use WHYPAY? Services for any illegal purpose and shall indemnify and keep so indemnified WHYPAY? in respect of any liability howsoever incurred as a result of any unlawful or illegal usage of the WHYPAY? Service supplied to you.
4.6. You are responsible for the security and proper use of your WHYPAY? Conference Room once you have received it.
4.7. You may distribute the WHYPAY? Conference Room and PIN to other participants for the purpose of them participating in the WHYPAY? Service.
4.8. You must not resell, transfer, assign or sublet any WHYPAY? Service to a third party irrespective of whether you obtain any benefit in return. You shall indemnify WHYPAY? and shall hold WHYPAY? harmless against any and all claims by third parties arising directly or indirectly from the reselling, transfer, assignment, subletting or use of the WHYPAY? Service provided to you.
4.9. You must not do any act nor omit to do any act or allow anyone else to do any act or omit to do any act in contravention of any of provisions of the Communications Act 2003 or any other similar rules relating to usage of communications systems laid down by OFCOM.
4.10. You must not use the WHYPAY? Service or allow any other person to use the WHYPAY? Service to:
4.10.1. Commit or encourage a criminal offence;
4.10.2. Send or receive any material which is or may be construed as offensive, abusive, indecent, obscene, menacing, in breach of confidence, copyright, privacy or any other rights;
4.10.3. Do anything which is contrary to the acceptable use policies of any connected networks and internet standards;
4.10.4. Deliberately knowingly or recklessly transmit or distribute a virus;
4.10.5. Hack into or disrupt any aspect of the WHYPAY? Service;
4.10.6. Cause annoyance to any other users of the WHYPAY? Service;
4.10.7. Infringe the intellectual property rights of any other person whether in statute or common law, whether registered or not.
4.11. You must act fairly and responsibly in your use of the WHYPAY? Service, and in particular you must avoid any excessive, unnecessary, wasteful, frivolous or otherwise unreasonable use of the WHYPAY? Service as determined by WHYPAY? at our sole discretion.
4.12. If you breach any of the conditions in this clause we reserve the right to terminate the WHYPAY? Service immediately without compensation, in addition to any other rights reserved to us in these Terms and Conditions.
4.13. We reserve the right to amend, correct or make changes to these Terms and Conditions from time to time. Any such amendments, corrections or changes will be posted on the WHYPAY? website from time to time.
4.16. WHYPAY? also collects email addresses from participants and reserves the right to send singular service announcements such as date / time of conference that they have been invited to.
5. Cancellation and variation of the contract
5.1. Any notice under this contract must be delivered or sent by email, post or fax as follows:
a. To us at WHYPAY? Ltd, 5th Floor, Oxford Place, 61 Oxford Street, Manchester, M1 6EQ.
b. To us via email to info [at] WHYPAY [dot] net.
6. Suspension and discontinuation of Service
6.1. Should a Free Conference Room remain unused for more than 180 days, it may be deleted. You may reapply for a new Free WHYPAY? Conference Room at the WHYPAY? website at any time.
6.2. At our sole discretion, we reserve the right to suspend or disconnect services indefinitely, or cancel the Contract for the supply of the WHYPAY? Service at any time and without prior notice.
7. Limitation of liability
7.1. WHYPAY? undertakes to supply the WHYPAY? Service to the Customer with reasonable care and skill, but does not warrant or undertake that the WHYPAY? Service will operate without fault or interruption. You should only make use of the WHYPAY? Service if you accept that there is a risk of interruption or loss of connection.
7.2. WHYPAY? cannot guarantee the quality of products or services provided by third parties which affect the quality of the WHYPAY? Service. However, we will use reasonable endeavours to resolve any disputes.
7.3. WHYPAY? shall use all reasonable endeavours to correct as soon as is reasonably practicable any fault notified by you.
7.4. WHYPAY? shall have no liability to you for any failure, fault or delay in the provision of the WHYPAY? Service caused by circumstances beyond our control including without limitation any failure on the part of suppliers or external networks, change in law or regulation, Force Majeure (as defined), act of god, war, catastrophe or natural disaster.
7.5. Save as required by law, we will not be liable to you or any other Participant for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) by reason of any breach or non-performance of our obligations under this agreement and we shall have no liability to pay any money to you by way of compensation.
7.6. You are solely responsible for ensuring compliance with all relevant regulations and legislation relating to the use of WHYPAY? Services including without limitation the Communications Act 2003, any rules laid down by Ofcom including any relevant codes of practice and statements of application. You will indemnify us and hold us harmless against any liability we suffer as a result of any act or omission by you in breach of this clause.
7.7. In no event shall we or our network service suppliers be liable for any damages, including but not limited to loss of data, loss of revenue or profits, or for any other special, incidental, indirect or consequential damages, arising out of or in connection with the use of or inability to use the WHYPAY? Service provided hereunder.
8. Applicable Law
8.1. Unless otherwise expressly stated in these Terms and Conditions, all notices from you to us must be in writing and sent to our contact address at info [at] whypay [dot] net. All notices from us to you will be sent to the email address provided or displayed on the WHYPAY? Website from time to time.
8.2. If any part of these terms and conditions is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these conditions will not be affected.
8.3. Except for our affiliates, directors, employees, or representatives and except as provided in this agreement, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
8.4. The Contract and all rights under it may be assigned or transferred by WHYPAY? to any third party.
8.5. The Contract shall be governed by and interpreted in accordance with English law and the English courts shall have non-exclusive jurisdiction to resolve any disputes between us.
8.7. Any notice required or authorised to be given may be delivered to us by post at our registered office and to you by post to the last known address which we hold and shall be deemed to have been served 72 hours after posting.
8.8. In the event of a dispute between the parties concerning your Contract each of the parties shall, in the first instance, bring the dispute at the earliest opportunity to the attention of a director or similar officer of WHYPAY?