Head Office

Simple Cloud Communications Ltd

Unit 6-7 Cross House Centre
Crosshouse Road
Southampton
SO14 5GZ
Simple Cloud Communications Logo

Terms & Conditions

1. INTERPRETATION 

These terms and conditions are standard for all customers unless special conditions are otherwise agreed between Simple Cloud ‘the supplier’ and the customer. 

2. SUPPLY OF THE SERVICE 

2.1 Variations to these terms will only be binding when agreed in writing by the Supplier. 2.2 It is the Customer, who at its own expense will supply the Supplier with all necessary documents and other materials as well as all necessary data and other information connected to the Service and the Equipment within sufficient time to enable the Supplier to make available the Service and the equipment in line with the contract. The Customer has the responsibility to ensure all Input Material is accurate. 2.3 Simple Cloud can change the Conditions (including the charges) at any time. Increases will be in line with the rate of inflation determined in accordance with Retail Price Index. However, increases to your agreement will be no more than 5% annually. 2.4 Simple Cloud may take instruction from a person who it thinks, with good reason, is acting with the Customers permission. 2.5 Guarantees or conditions stated in the Special Conditions section of the Simple Cloud Service Agreement, override any conflicting conditions in these Terms and Conditions. 3. 

3. MANAGING THE SERVICE 

3.1 Where a fault in the Service is reported by the Customer, Simple Cloud will respond in line with the level of repair service the Customer has chosen. 3.1.1 For lines on the Openreach network, the following service level categories exist. Consult your Service Agreement or account manager to verify what service level your lines are currently on. 3.1.1.1 Care level 1: Fault cleared by 23:59 day after next, Monday to Friday, excluding Public and Bank Holidays. For example, report Tuesday, clear Thursday. 3.1.1.2 Care level 2: Fault cleared by 23:59 next, Monday to Saturday, excluding Public and Bank Holidays. For example, report Tuesday, clear Wednesday. 3.1.1.3 Care level 3: Report by 13:00, fault cleared by 23:59 the same day, report after 13:00, clear by 12:59 the next day, seven days a week, including Public and Bank Holidays. 3.1.1.4 Care level 4: Fault cleared within 6 hours, any time of the day, any day of the year. 3.2 If Simple Cloud agrees to work outside the hours covered by the repair the Customer has chosen, the Customer must pay Simple Cloud additional charges for doing so. 3.3 If the Customer reports a fault and Simple Cloud finds that there is none, or that the Customer has caused the fault, Simple Cloud may charge the Customer for any work undertaken to discern the reported fault. 

4. MONITORING CALLS 

4.1 By signing the Simple Cloud Service Agreement the Customer agrees all calls to and from Simple Cloud are monitored and recorded by Simple Cloud. This is done for training purposes and to improve the quality of its customer services. 

5. ACCESS TO AND PREPARING THE PREMISES 

5.1 The Customer will also be responsible for putting items back after installation and for any re-decorating which may be needed. 5.2 The Customer agrees to look after any Simple Cloud Equipment and to pay for any repair or replacement needed if it is damaged, unless it is faulty or due to fair wear and tear, or is caused by anyone acting on Simple Cloud behalf. 

 6. MISUSING THE SERVICE 

It is absolutely prohibited for anyone to use the Service: (a) fraudulently or in connection with a criminal offence; or (b) to make offensive, indecent, menacing, nuisance or hoax Calls. The Customer agrees to take all reasonable steps to make sure that this does not happen. The action Simple Cloud can take if this happens is explained in paragraph 23. If a claim is made against Simple Cloud because the Service is misused in this way, the Customer must reimburse Simple Cloud in respect of any sums Simple Cloud is obliged to pay. 

7. CHARGES AND DEPOSITS 

7.1 All charges for the Service as shown on the front of this Agreement, (or as otherwise agreed), and calculated using the details recorded by Simple Cloud, are to be paid by the Customer as agreed. If the customer requests any additional features or services that are not stated as included in the Service Agreement, a charge for each is applied according to the Additional Features Price List supplied on installation. 7.2 rental charges will normally be invoiced monthly in advance, and call charges will normally be invoiced monthly in arrears. 

8. PRICE OF THE SERVICE 

8.1 Free calls bundles apply a fair usage policy of monthly minutes to call UK landlines, UK mobiles and UK national non-geographic numbers. Landlines are classed as UK numbers beginning 01 and 02. Mobiles are classed as numbers beginning 07 and provided by any of the networks listed in clause. 8.2 National nongeographic are classed as numbers beginning 03.

Premium rate numbers and international calls are not included unless specified in the Service Agreement. Premium numbers are classed as numbers that begin 084, 087 and 09. If one of the packages below is selected in the Service Agreement, any calls made above the package shown in the Service Agreement will be chargeable at the rates displayed in the Service Agreement and/or Simple Cloud’s out of bundle Rate Card. 8.3 UK-0 or starter package: 500 UK local and national, 250 UK mobile minutes. UK-1 or bronze package: 500 UK local/national, 500 UK mobile, 100 UK national non-geographic minutes. UK-2 or copper package: 2000 UK local/national, 1000 UK mobile, 500 UK national non-geographic minutes. UK-3 or silver package: 5000 UK local/national, 2000 UK mobile, 750 UK national non-geographic minutes. UK-4 or gold package: 10000 UK local/national, 5000 UK mobile, 1000 UK national non-geographic minutes. 8.4 All prices stated in the Service Agreement are exclusive of VAT, any applicable value added tax, import or export duties or other taxes or duties are payable by the Customer in addition. 8.5 The Supplier shall be entitled to vary the tariff stated in the Service Agreement from time to time. 8.6 Any UK mobile call bundles include the major mobile networks only: EE (Orange & T Mobile), Vodafone, O2 and Three. 

9. TERMS OF PAYMENT 

9.1 Where payment is outstanding on the due date the Supplier may: cancel the Contract; render the Equipment non-functional until such time as all outstanding invoices and interest are settled in full. Or charge a late payment fee per invoice paid late (£25). 9.2 For any Customer that chooses not to pay the monthly bill by Direct Debit, a non-Direct Debit fee will be applied. 

10. DELIVERY OF EQUIPMENT 

10.1 Dates for equipment delivery are not absolute and instead approximate only and the Supplier shall not be liable for any delay in delivery of the Equipment howsoever caused. 

11. RISK AND PROPERTY 

11.1 The Supplier retains the Equipment as the Supplier’s property unless otherwise stated in writing. 11.2 The Customer shall deliver up the Equipment to the Supplier on demand and, if the Customer fails to do so immediately, the Supplier may enter any premises of the Customer or any third party where the Equipment is stored and repossess the Equipment. 

12. CUSTOMERS OBLIGATIONS

12.1 In this agreement, it is accepted by the Customer that the Customer will: use the Service and the Equipment in accordance with instructions given by the Supplier; ensure that only attachments approved for connection under the Telecommunications Act 1984 and the Supplier be connected with the Service 12.2. The Customer also undertakes to agree to:- Settle with the Supplier outstanding amounts owed under this agreement within the agreed settlement dates. 12.3 The customer must provide the Supplier with complete access to the Equipment during the agreed hours in line with the agreed service tier to enable maintenance of the said Equipment to be carried out. 

14. RESOLVING DISPUTES 

Simple Cloud will try to resolve any disputes with the Customer. However, if the parties cannot agree, the Customer may refer the dispute to a ADR (Alternative Dispute Resolution) scheme or the Ombudsman or any recognised dispute resolution service upon notifying the Supplier. Further details of these can be provided upon request. 

15. TRANSFERRING THIS CONTRACT 

Rights and obligations under the Contract may be assigned by the Supplier. The Customer may not assign its rights and obligations under the Contract. 

16. THIRD PARTY RIGHTS 

The parties agree that the terms of this Contract are not enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999. 

17. NOTICES 

Where the parties need to communicate with each in writing, they must follow the following protocol:- (a) to Simple Cloud at the address shown on the bill or accounts@simplecomms.cloud (b) to the Customer at the address to which the Customer asks Simple Cloud to send invoices, the Customer’s regular email address, the address of the premises or, if the Customer is a limited company, its registered office. 

18. THE SERVICE GUARANTEE 

18.1 Simple Cloud undertakes to guarantee to set into place a repair to a Service Failure in line with the repair service the Customer has chosen. For standard service this means by midnight on the first weekday (not including public and bank holidays) after the day the fault is reported to Simple Cloud. 18.2 If c Simple Cloud is late in providing the Service or repairing a Service Failure, the Customer may choose to divert their numbers or move their phones to another physical location. 

19. APPLICATION OF THIS GUARANTEE 

19.1 This guarantee applies to the Service, including generally any related services Simple Cloud provides to the Customer. 19.2 This guarantee does not apply if: (a) Someone, other than Simple Cloud or the infrastructure provider, has caused the fault, (b) Simple Cloud or the infrastructure provider asks for access to the Premises and the Customer does not allow this, or (c) Simple Cloud or the infrastructure provider reasonably asks for other help and the Customer does not provide it. 

20. WARRANTIES AND LIABILITIES 

20.1 The service provided by the Supplier is not warranted to be fault free. 20.2 Subject to the conditions set out below, the Supplier shall pass to the Customer (to the extent that the Supplier is legally entitled to do so) the benefit of any manufacturer’s warranty. 20.3 Where a valid claim is made in writing by the Customer in respect of Equipment that is defective or does not meet the specifications detailed in the Service Agreement the Supplier shall repair the defect provided that the Customer is not in breach of any of the terms of the Contract but the Supplier shall have no further liability whatsoever. 20.4 The Supplier shall have no liability whatsoever: 20.4.1 in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper installation, use or maintenance, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without the Supplier’s approval; 20.4.2 if any sum owing by the Customer to the Supplier has not been paid. 20.4.3 if loss is suffered by the Customer because the Equipment fails to perform to its specifications due to the default of the network provider or any other third party. 20.5 Save as otherwise expressly provided in these Conditions, the following provisions set out the Supplier’s entire liability (including any liability for the acts and omissions of its employees, agents and subcontractors) to the Customer in respect of: 20.5.1 any breach of the Supplier’s contractual obligations arising under the Contract; 20.6 The Supplier shall not be liable to the Customer, or be deemed to be in breach of the Contract, by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations, if the delay or failure was due to any cause beyond the Supplier’s reasonable control including (without limitation) flood, fire, war or threat of war, sabotage, civil disturbance or governmental action, import or export regulations or embargoes. 20.7 The Customer shall fully indemnify the Supplier in respect of loss or damage to the Supplier’s property or death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer. 20.8 The Customer agrees that it shall be solely liable for and, if so required, indemnify the Company for any costs of or occasioned by any interference with and/or usurpation of and/or unauthorised access to the calls (whether incoming or outgoing) provided by the 2 Telephone Call Service by any third party whether such interference or usurpation is a part of a fraud, attempted fraud or any course of action with fraudulent intent or otherwise. The Customer further agrees that it will pay any sum demanded in writing by the Company under this clause 20.8 forthwith to the Company. 20.9 Broadband speeds stated are approximated and should be taken as an “up to” measurement, not the exact service delivery speeds. 

21. TERMINATION BY THE SUPPLIER 

21.1 The Supplier, by giving written notice to the Customer, may terminate this Contract with immediate effect: 21.1.1 if the Customer breaches any term of the Contract and fails to rectify the breach within 14 days of being sent written notice by the Supplier requesting rectification, such termination would result in termination charges equating to an average of 3 months revenue multiplied by the number of months remaining within the contract Term. 21.1.2 if the Customer at any time does not have the necessary valid licence to run its telecommunications system; 21.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly; 21.2 The Supplier may terminate this Contract at any time by giving not less than 28 days prior written notice to the Customer. 

22. TERMINATION BY THE CUSTOMER 

22.1 To terminate this Contract, the Customer must provide the Supplier with not less than 6 months prior written notice. Termination of this Agreement during the Contract Term will lead to charges equating to an average of the last 3 months revenue multiplied by the number of months remaining within the contract Term. Where this cancellation notification is not forthcoming, the cancellation fee will be equal to an average of the last 3 months billing multiplied by the remaining contract term, which the Customer agrees represents a genuine estimate of the loss suffered as a result of the breach. 22.2 The Customer hereby agrees to repay in full, all termination charges paid by the Supplier to a previous Supplier on behalf of the Customer should the Customer end this Contract at any time prior to the Minimum Term expiring. 22.3. This Service Agreement shall be automatically extended for a further period of 36 months after the end of the agreement initial minimum term unless the Customer serves notice to terminate this Service Agreement, such notice to be served is 6 months before the end of the agreement initial term or any subsequent terms. A notice given to a party under this clause 22.3 shall be sent to the party for the attention of the (Managing Director) to the email address specified in the Service Agreement. 22.4 The Customer is aware that upon signing this contract, Simple Cloud will process the order of licenses, transfer of lines, broadband and number ports immediately, the Customer is also aware that there is no cooling off period. 22.5 The Customer is aware that once the licenses have been activated and transfers have been placed, the contract term agreed in the Service Agreement now forms a legally binding contract between the Customer and the Supplier. The Customer may terminate this contract any time after completion but will be subject to the early termination charge ‘clause’ 22.1. 22.6 Any service or feature modification or cancellation will incur a fixed £50 admin fee per service/feature. 

23. IF THE CUSTOMER BREAKS THIS CONTRACT 

23.1 Where one of the following applies, Simple Cloud can suspend the Service or end this Contract (or both) at any time without notice: (a) Simple Cloud reasonably believes that the Service is being used in a way forbidden by these Terms and Conditions. This applies even if the Customer does not know that the Service is being used in such a way. (b) the Customer breaches this Contract or any other Agreement the Customer has with Simple Cloud and fails to put right the breach within a reasonable time of being asked to do so. (c) bankruptcy or insolvency proceedings are brought against the Customer; or if the Customer does not make any payment under a judgement of a Court on time, or makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any of its assets; or the Customer goes into liquidation; or a corresponding event under Scottish law. 23.2 If the Customer does not pay a bill, Simple Cloud will generally not suspend the Service or end the Contract until 28 days after the payment was due (14 days if the Customer pays monthly). However, sometimes Simple Cloud may take this action after only 7 days should it have been necessary to enforce this suspension/cancellation previously. 23.3 If the Service is suspended, Simple Cloud will tell the Customer what needs to be done before it can be reinstated. However the Customer must continue to pay rental charges whilst this Contract continues. 23.4 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach. 

24. MAINTENANCE 

24.1 The Supplier undertakes to provide the maintenance services in respect of the equipment upon the terms and conditions of this agreement. This is in line with the terms of clause 24.2 in consideration of the customer’s payment for the monthly service charge in accordance with details stated in the Service Agreement. 24.2 Unless otherwise specified in the Service Agreement, maintenance will be charged at a rate of £5.51 per extension from month 12 onwards. 24.3 It is for the customer to pay the monthly service charge for the maintenance service that is payable monthly in advance. Services provided to the customer in addition to the maintenance services are due to be paid by the customer upon presentation of the Suppliers’ invoice. 24.4 Included within Maintenance Services: 24.4.1 Upon receipt of a request from a Customer the inspection testing and diagnosing (by attendance on site or remotely) by the Supplier or any fault reporting in an item of Equipment; and 24.4.2 The carrying out by the Supplier of such repairs replacement of parts or adjustment as the Supplier shall deem necessary to remedy the said fault. 24.5 Appropriately qualified engineers will carry the maintenance in question. 24.6 The Supplier commits to rectify faults in line with the following hours based upon the agreed tier of service detailed in the Service Agreement (this commitment is subject to non-prevention from circumstances outside the Suppliers control), from the hours of 9.00am and 5.00pm Mondays to Fridays excluding weekends and public holidays, unless otherwise specified. 24.7 The Supplier will use its reasonable endeavours to ensure that response times to the Customers notification of a fault are not more than: 24.7.1 Four working hours if the equipment has failed completely; or 24.7.2 Eight working hours if the equipment has failed partially. 

25. EXCLUSIONS 

25.1 Under the maintenance agreement the Supplier accepts no obligations or liability whatsoever: 25.1.1 in respect of any defect arising from wilful damage, negligence (including improper storage), abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without the Supplier’s approval; 25.1.2 sums owing by the Customer to the Supplier remain unsettled; 25.1.3 where loss is suffered by the Customer due to the Equipment neglecting to perform to its specifications and the failure is based on faults in the service provided by the network provider or broadband service provider; 25.1.4 In respect of any delay in the execution of any repair; 25.1.5 In respect of remedying defects in electricity or network supply to the Equipment; defects caused by failures or surges of electrical power; failure of the Equipment due to changes in the electrical supply service or the public network. 25.1.6 In respect of any defect arising due to circumstances beyond the Suppliers reasonable control including (without limitation) flood, fire, lightening, war, sabotage, civil disturbance or governmental action, import regulations or embargoes. 

26 ADDITIONAL EQUIPMENT 

26.1 Where the Supplier agrees, during the agreement term to provide the customer with additional equipment (‘additional equipment’): (a) such additional equipment will form part of the Equipment for the purposes of this Agreement and the Agreement Term for the additional equipment shall tie in with the existing Service Agreement Term from the date on which the additional equipment was provided to the Customer unless otherwise stated in writing; and (b) The annual service charge for the Maintenance Service of the Equipment shall be increased by an amount equal to the agreed service charge for the Maintenance Service as specified on the Additional Equipment purchase order in respect of the additional equipment such increase to be effective from the date on which the additional equipment is provided to the Customer. 

27. GENERAL 

27.1 If the cost of any contract buyout is being subsidised by Simple Cloud, an equivalent total value payable will appear in the Service Agreement, under “Settlement” with the description “Total subsidies provided by Simple Cloud”. Any subsidy claims must be made within 90 days of the date on the Service Agreement. Claims must be made by providing an invoice from the previous communications provider together with an invoice from the new customer addressed to Simple Cloud for the value of the termination penalty costs only, no service charges should be included. 27.2 No delay or failure by the Supplier in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by the Supplier shall be effective unless in writing. 27.3 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected. 27.4 These Terms and the Service Agreement constitute the entire agreement between the Supplier and the Customer concerning the supply of the Equipment, its maintenance and provision of the Service and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation). Variations will only become binding when they have been signed by the director of the Supplier. 27.5 Maintenance and monthly plan charges are subject to annual review. Increases will be in line with the rate of inflation determined in accordance with Retail Price Index. However, increases will be no more than 5% annually. 27.6 Where the Supplier receives erroneous notification of an equipment fault in excess of two occasions in any calendar month, the Supplier has the discretion to make a proportionate charge in line with current rates. 27.7 The Supplier will provide default royalty free music which will be played to callers whilst on hold, if you wish to change this default music please contact your account manager. 27.8 The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts. 27.9 For a Service Agreement that includes an upgrade option after a certain amount of time, this involves returning the existing equipment at the time of upgrading, and entering into a new agreement after negotiating a new pricing structure, which may not be the same as the previous Service Agreement. 27.10 Any introductory credit offered is only valid for the period of time specified on the Service Agreement, under the Additional Information section with the title Introductory credit. The amount stated under the ‘Monthly’ section with the title ‘Total monthly’ charge is inclusive of the Introductory credit. The supplier is entitled to suspend or cancel this Introductory credit should there be any arrears on agreements relating to the order. 27.11 For Customers who have mobile SIM card(s), a limit can be placed on the mobile account whenever the usage has increased above the allocated bundle if no limit is in place the customer is liable for the out of bundle usage charges. Out of bundle limits may be placed without the Customers knowledge, but to ensure a limit is in place, the customer must raise this request to Simple Cloud in writing, by emailing support@simplecomms.cloud