Customer Service Terms

These Terms are between PRASMO LTD, a company registered in England and Wales under company number 17296533 with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX ("Prasmo", "we", "us"), and the business that orders Services from us ("you"). We supply Services only to businesses, not to consumers.

1. Definitions

1.1 In these Terms:

• Account: your account with us, including every Service, Number, trunk, extension, credential and portal login linked to it.
• Approved Use: the traffic types, use cases, volumes, destinations and Presentation Numbers set out in your Approved Use Schedule, as updated in writing by us.
• AUP: our Acceptable Use Policy, which forms part of the Contract.
• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Charges: all amounts payable under the Contract.
• Communications: calls, messages, faxes, recordings, signalling and other data sent or received using the Services.
• Contract: the Order Form (including the Approved Use Schedule), any Service Schedule, these Terms, the AUP and, where applicable, the Data Processing Addendum.
• End User: any person to whom you, or anyone supplied by you, provide any part of the Services.
• Losses: losses, liabilities, damages, charges, fines and penalties (to the extent the law allows them to be recovered), costs and reasonable legal, investigation and professional fees.
• Misuse: any use of the Services that breaches the Contract or the law, or is fraudulent, abusive or outside your Approved Use. It includes Artificially Inflated Traffic.
• Artificially Inflated Traffic: traffic generated or routed mainly to create revenue, or to exploit rates or revenue share, rather than for genuine communication.
• Numbers: telephone numbers and sender identities we allocate to you, or that you port to us.
• Presentation Number: the number or sender identity shown to the person you contact (the caller ID or CLI).
• Regulator: Ofcom, the Information Commissioner's Office, the Phone-paid Services Authority, and any other body with authority over the Services or the Communications in any country where they are sent or received (including the US Federal Communications Commission).
• Relevant Customer: a customer who is a microenterprise, a small enterprise or a not-for-profit organisation under Ofcom's General Conditions, unless it has expressly agreed that the protections for those customers will not apply.
• Supplier: any network operator, carrier, messaging platform or other third party whose services we use to provide the Services.
• Users: your employees, contractors, End Users and anyone else who uses the Services through your Account, whether or not you authorised it.

2. The Contract and acceptance

2.1 The Contract begins when we accept your order in writing (including by email or in our portal) or when we first activate a Service, whichever is earlier. We may decline any order.

2.2 If you accept these Terms online, we will record the version accepted, the date and time, the name and email of the person accepting and the IP address used. We will keep that record for [TO CONFIRM: period] after the Contract ends. You confirm that the person accepting is authorised to bind you.

2.3 Your own terms (including any purchase order terms) do not apply.

2.4 If there is a conflict, the documents take priority in this order: the Order Form, then the Data Processing Addendum (for data protection only), then the Service Schedule, then these Terms, then the AUP.

2.5 If you are a Relevant Customer, we will give you a contract summary and the required pre-contract information before the Contract begins.

3. The Services

3.1 We will provide the Services described in your Order Form with reasonable skill and care.

3.2 We use Suppliers to provide the Services and may use different Suppliers for different Services, routes or destinations. You contract only with us, and we remain responsible to you for the Services as set out in these Terms.

3.3 Services are available only as described in the relevant Service Schedule. We may change technical details, routes, Suppliers or specifications, provided the Service is not materially reduced.

3.4 Some Services (including internet-based voice services) may not work in a power cut, during an internet failure or when used away from the registered address. Our Emergency Calls Information and the Service Schedules set out any limits on emergency calls. You must make sure your Users have another way to reach emergency services where needed.

4. Your information and our checks

4.1 You warrant that all information you give us, before and during the Contract, is true, complete and not misleading. This includes your identity, ownership, trading addresses, directors, intended use, expected volumes, destinations, Presentation Numbers and End Users.

4.2 You must tell us within 5 Business Days of any material change to that information.

4.3 Before and during the Contract, we may carry out identity, company, credit, sanctions and fraud-prevention checks on you, your directors and your beneficial owners. We may ask for documents, and we may also verify your intended use and your Presentation Numbers. You consent to these checks and will provide what we reasonably ask for within 5 Business Days.

4.4 We may decline an order, delay activation, limit a Service or impose conditions if checks are not completed or satisfactory. Conditions may include a deposit, prepayment, a lower credit limit or restricted destinations.

4.5 We may share information about you and your use of the Services with Suppliers, Regulators, emergency services, law enforcement and fraud-prevention bodies where the law requires it, or where it is reasonably necessary to prevent or investigate Misuse, fraud or harm to a network.

5. Using the Services and Approved Use

5.1 You must use the Services only for your Approved Use and in line with the Contract and the AUP.

5.2 Your Approved Use is agreed during onboarding and recorded in your Approved Use Schedule. It can include:

1. outbound and inbound business calling;
2. outbound campaigns;
3. automated, predictive or progressive diallers;
4. contact-centre and high-concurrency traffic;
5. international termination;
6. business messaging; and
7. wholesale supply or resale to others.

Once agreed, you may use the Services for all traffic within your Approved Use without asking again.

5.3 To add a use, destination, Presentation Number or volume outside your Approved Use, you must ask us first. We will consider requests in good faith and aim to respond within 5 Business Days. Some uses also need the agreement of our Suppliers, and we will tell you if that applies. Approval may carry reasonable conditions, such as volume limits, permitted destinations, Presentation Numbers or evidence of consent.

5.4 We will not restrict or suspend traffic that is within your Approved Use simply because of its type or volume. We act only where clause 11 applies, or where the law, a Regulator or a Supplier requires it. If a Supplier or Regulator changes what it will accept, we will tell you as soon as we can and work with you to find an alternative route or arrangement. We may withdraw or change an approval if its conditions are breached.

5.5 You are responsible for your Users. Anything done through your Account is treated as done by you.

5.6 Ordinary business calling (for example, a Cloud PBX or SIP trunk used by your own staff) does not need an Approved Use Schedule beyond the Services listed in your Order Form.

6. Your responsibility for Communications

6.1 You are responsible for all Communications made or received through your Account, and for their content, timing, volume and purpose. You must make sure that you and your Users comply with all laws, regulations and codes that apply in every country where Communications are sent or received. These include:

1. in the UK: the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), UK GDPR, the Data Protection Act 2018, and the Communications Act 2003, including the rules on improper use and persistent misuse;
2. Ofcom's General Conditions, the National Telephone Numbering Plan and Ofcom's Calling Line Identification guidance, as they apply to you and your Users;
3. for Communications to or from the United States or Canada: the Telephone Consumer Protection Act, the Truth in Caller ID Act, FCC rules on robocalls and caller-ID authentication (STIR/SHAKEN), and the equivalent Canadian rules; and
4. any other rules on marketing, messaging, fraud, consumer protection or number use that apply to you.

6.2 Before any Communication is made or processed, you must have every consent, notice and lawful basis the law requires. Processing includes recording, transcription, analytics, and analysis by software or artificial intelligence. You must tell people about recording and processing where the law requires, and keep evidence of consents for at least [TO CONFIRM: period].

6.3 You must not make marketing calls or send marketing messages unless they comply with the law. In the UK, this includes screening against the Telephone Preference Service and Corporate TPS, honouring opt-outs and obtaining consent where required.

6.4 You must present only a valid, dialable Presentation Number that you or your End User are authorised to use and that is in service. You must not hide, alter or falsify caller identity, except by withholding your number where the law allows it.

6.5 You must use Numbers in line with the Numbering Plan and any conditions attached to them. Numbers remain subject to our and our Suppliers' allocation rights. You do not own them, but you may port them out in line with clause 13.

6.6 You must give us, and keep up to date, the correct address for each Number and User location where emergency calls may be made.

6.7 We do not monitor or control the content of Communications, and we are not responsible for it. We may process traffic and signalling data to provide, bill for and protect the Services, and to detect Misuse.

6.8 If you send traffic to the United States as a voice service provider, you must hold and keep up to date any registration the FCC requires, including in the Robocall Mitigation Database, where it applies to you.

7. Account security and fraudulent calls

7.1 You must keep your Account, credentials, equipment and systems secure. This includes your PBXs, SIP devices, softphones, APIs and networks. At a minimum you must:

1. use strong, unique passwords and change default credentials;
2. restrict access by IP address where the Service allows it;
3. apply security updates; and
4. remove access for anyone who leaves your organisation.

7.2 You must tell us immediately if you know or suspect that your Account or systems have been compromised, using info@prasmo.com and [TO CONFIRM: fraud contact phone].

7.3 We may apply fraud controls, which include destination barring, spend and concurrency limits, and automatic blocking of unusual traffic. These controls reduce risk but do not guarantee that fraud will be prevented.

7.4 You must pay the Charges for all Communications made through your Account, whether or not you or your Users authorised them. This includes Communications caused by unauthorised access to your credentials, equipment, systems or Users' devices.

7.5 Clause 7.4 applies even where we or a Supplier have fraud-detection tools in place. We have no duty to detect or stop fraudulent traffic, but we may do so.

7.6 Clause 7.4 does not apply to Charges for Communications made more than 2 hours after you notify us under clause 7.2, if we could reasonably have barred the traffic by then. It also does not apply where the fraud was caused by our breach of the Contract or by our negligence.

8. Charges, payment and credit control

8.1 You must pay the Charges set out in the Order Form and our price list. Usage is charged using our records. Recurring Charges are billed monthly in advance and usage monthly in arrears, unless you are on a prepaid Account or your Order Form says otherwise.

8.2 Invoices are payable within 14 days, in the currency stated on the invoice, without set-off or deduction. We may charge interest on overdue amounts at 8% a year above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.

8.3 We may set a credit limit and daily, monthly or per-call spend limits, and we may change them by notice to you. If your unpaid Charges reach the credit limit, we may:

1. issue an interim invoice payable within 3 Business Days;
2. require payment on account; or
3. restrict chargeable traffic until payment is made.

8.4 We may require a deposit, advance payment or a guarantee:

1. before providing a Service;
2. if your usage or credit position changes materially; or
3. before we restore a suspended Service.

We may use a deposit to pay overdue Charges. We will return any unused deposit when the Contract ends, after deducting sums owed.

8.5 International, premium-rate and other high-cost destinations are barred by default and can be opened on request. We may apply extra checks or limits before we open them.

8.6 If you dispute an invoice, you must tell us in writing within 30 days of the invoice date, with reasons, and pay the undisputed part on time. Otherwise the invoice is treated as accepted, unless it contains an obvious error. We will investigate disputes in good faith.

8.7 We may invoice Charges we did not bill earlier (for example, because a Supplier's billing data was late) up to 12 months after the Communication or supply.

8.8 We may set off any amount you owe us against any amount we owe you.

9. Prepaid Accounts

9.1 On a prepaid Account, Charges are deducted from your balance as Services are used. You must keep your balance above zero. We may stop chargeable traffic when your balance reaches zero or is about to.

9.2 We do not pay interest on prepaid balances. Promotional or bonus credit has no cash value.

9.3 If your Account has had no chargeable use for 12 months, we may close it after giving 30 days' notice. Any balance is then dealt with under clause 9.4.

9.4 When your Account closes, we will refund any unused paid balance if you ask for it within 6 months. From the refund we will deduct:

1. any sums you owe us;
2. Charges and Losses arising from Misuse; and
3. an administration fee of [TO CONFIRM: £ amount].

We may delay a refund while we investigate suspected Misuse.

10. Service standards and faults

10.1 We will use reasonable efforts to keep the Services available, but we do not promise that they will be uninterrupted or fault-free, or that every Communication will be connected or presented as intended.

10.2 Service levels and service credits apply only if the Order Form or a Service Schedule sets them out. Where they do, the service credits are your sole financial remedy for the failure they cover. This does not apply where the failure amounts to a material breach of the Contract.

10.3 We may carry out planned maintenance. Where reasonably practicable we will give at least 5 Business Days' notice of maintenance that we expect to interrupt service. In an emergency we may carry out urgent work without notice.

10.4 You must report faults through info@prasmo.com. If a reported fault turns out to be caused by you, your equipment or your Users, we may charge for our time at our standard rates.

11. Restriction and suspension

11.1 Immediate action. We may restrict or suspend all or part of the Services immediately and without notice if:

1. the law, a Regulator, a court, the emergency services or a Supplier requires it;
2. we reasonably suspect fraud, Artificially Inflated Traffic, compromise of your Account, or traffic that threatens any network or the Services of other customers;
3. we reasonably suspect nuisance, scam or unlawful marketing Communications; a false, spoofed or unauthorised Presentation Number; or traffic outside your Approved Use;
4. your Charges reach your credit limit or spend limit, or your prepaid balance reaches zero;
5. we reasonably believe information you gave us is false or misleading; or
6. there is an emergency, or we need to protect people, networks or our ability to provide services.

11.2 Action on notice. We may also suspend all or part of the Services if:

1. you materially breach the Contract and do not fix the breach within 5 Business Days of our notice; or
2. undisputed Charges are overdue and remain unpaid 7 days after our reminder.

11.3 Targeted first. Where reasonably practicable, we will restrict only the affected Numbers, trunks, Users, routes, destinations or traffic types rather than the whole Account. This keeps your legitimate traffic running while we investigate.

11.4 Telling you. We will tell you as soon as reasonably practicable what action we have taken and, where lawful, why. We will also tell you what you need to do for the Service to be restored. We do not have to disclose information where the law, a Regulator, a Supplier's confidentiality or an investigation prevents it.

11.5 Restoration. We will restore the Service promptly once:

1. the cause has been dealt with to our reasonable satisfaction; and
2. you have paid any overdue Charges, provided any deposit we require under clause 8.4, and taken any security or compliance steps we reasonably specify.

We may charge a reconnection fee of [TO CONFIRM: £ amount]. There is no fee if our suspicion proved unfounded and you were not at fault.

11.6 Charges during suspension. Recurring Charges continue during a suspension that results from your breach, from Misuse through your Account or from non-payment. They do not continue during a suspension under clause 11.1(a) or (f) that was not caused by you.

11.7 Emergency calls. Where technically and lawfully possible, we will try to keep access to emergency services during a suspension, but we cannot guarantee it.

11.8 Acting under this clause 11 does not limit our other rights. We are not liable for any Losses caused by a restriction or suspension we reasonably and properly carried out under this clause.

12. Ending the Contract

12.1 Our right to end it for cause. We may end the Contract, or any Service, immediately by notice if:

1. you, or anyone using your Account, commit serious or repeated Misuse or breaches of the AUP;
2. you materially breach the Contract and the breach cannot be fixed, or is not fixed within 14 days of our notice;
3. undisputed Charges remain unpaid 14 days after our notice that we intend to end the Contract;
4. you gave us materially false or misleading information;
5. a suspension caused by you lasts more than 30 days;
6. you become insolvent, enter administration, liquidation or any arrangement with creditors, or stop trading; or
7. you or your owners become subject to sanctions, or a Regulator takes enforcement action against you relating to your use of communications services.

12.2 Loss of upstream supply or regulatory change. If a Supplier withdraws, suspends or materially changes a service we rely on, or if the law or a Regulator requires it, we will first try to move the affected Service to another Supplier. If we cannot reasonably do so, we may change, replace or end the affected Service. We will give as much notice as reasonably practicable, normally at least 30 days unless we receive less notice ourselves. If we end a Service under this clause:

1. you do not pay Early Termination Charges for it; and
2. we will refund prepaid recurring Charges for the period after it ends.

12.3 Your right to end it. You may end a Service by giving 30 days' written notice. If notice expires before the end of the Minimum Term in your Order Form, you must pay Early Termination Charges.

12.4 Early Termination Charges are the recurring Charges for the rest of the Minimum Term, less the costs we save because the Service ends early. They also apply if we end the Contract under clause 12.1.

12.5 Relevant Customers. If you are a Relevant Customer:

1. your Minimum Term will not exceed 24 months; and
2. you have the rights described in clause 20.3.

13. What happens when the Contract ends

13.1 All unpaid Charges, including Early Termination Charges, become due immediately.

13.2 You may port eligible Numbers to another provider in line with industry porting rules, provided you request the port before the Service ends or within 30 days afterwards. We may withhold a port only where the rules allow it. After that period Numbers may be returned or reallocated.

13.3 We will deal with prepaid balances under clause 9.4 and deposits under clause 8.4. We will handle data under clause 18.

13.4 The following continue after the Contract ends: clauses 7.4, 8, 9.4, 13, 14, 15, 18, 19 and 21, and any other terms intended to survive.

14. Your indemnity

14.1 You will indemnify us against all Losses we suffer or incur arising from:

1. your breach of clauses 4, 5, 6 or 7, or of the AUP;
2. any Misuse of the Services through your Account, including by your Users or End Users;
3. any claim, complaint or traceback request by a third party, a Supplier or a Regulator about Communications made through your Account or their content; or
4. Artificially Inflated Traffic originating from or routed through your Account.

These Losses include charges, withheld payments or penalties imposed on us by Suppliers, and our reasonable costs of investigating and responding to Regulators.

14.2 Clause 14.1 does not apply to the extent the Losses were caused by our breach of the Contract, our negligence or our wilful misconduct. It covers fines and penalties only to the extent the law allows them to be recovered.

14.3 We will:

1. tell you promptly about any third-party claim covered by clause 14.1;
2. not settle it without consulting you, unless a Regulator or Supplier requires immediate action; and
3. take reasonable steps to limit our Losses.

15. Liability

15.1 Nothing in the Contract limits or excludes liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. anything else that cannot be limited or excluded by law.

15.2 Subject to clause 15.1, we are not liable, whether in contract, tort (including negligence) or otherwise, for any:

1. loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation;
2. loss or corruption of data (except the cost of restoring it from your latest backup);
3. wasted expenditure; or
4. indirect or consequential loss.

15.3 Subject to clause 15.1, our total liability arising under or in connection with the Contract in each 12-month period starting on the date the Contract begins is limited to the greater of:

1. the Charges paid and payable by you in the 12 months before the event giving rise to the claim; and
2. [TO CONFIRM: £ floor amount].

15.4 We are not liable for the content of Communications, for Communications not being connected or presented because of the acts of third-party networks, or for your or your Users' failure to comply with the Contract.

15.5 Nothing in this clause 15 limits your liability to pay the Charges, Early Termination Charges or amounts due under clause 14, or your liability for Misuse.

15.6 Any claim against us must be notified within 12 months of the date you became aware, or should reasonably have become aware, of it.

16. Resale and End Users

16.1 You may resell or supply the Services to others only if your Order Form allows it. Where it does:

1. you must include in your contract with each End User terms at least as protective as our Reseller Flow-down Schedule, and enforce them diligently, including by suspending or terminating End Users where appropriate;
2. you must carry out know-your-customer checks on your End Users that meet Ofcom's good practice guidance on sub-allocated numbers and any Supplier requirements we notify to you. You must keep records of those checks and give them to us within 2 Business Days of our request;
3. you are the provider to your End Users. You are responsible for their support, complaints, billing and your own regulatory obligations; and
4. you must not claim to act for us or for any Supplier, or use our or any Supplier's name or marks, without our written consent.

16.2 You remain responsible to us for your End Users' acts and omissions as if they were your own.

17. Events outside our control

17.1 We are not liable for any failure or delay caused by events beyond our reasonable control. These include failures or acts of Suppliers or other network operators that are not caused by us, power failures, cyber attacks, acts of government or Regulators, fire, flood, pandemic, war, terrorism and industrial action (excluding our own workforce).

17.2 You do not have to pay for Services we cannot provide because of such an event. You must still pay for Services actually used, including all traffic through your Account.

17.3 If the event prevents a Service for more than 60 days, either of us may end that Service by notice without Early Termination Charges.

18. Data protection and confidentiality

18.1 Each of us will comply with data protection law. We process traffic, billing and account data as a controller, as described in our Privacy Policy. Where we process personal data on your behalf, for example call recordings or voicemail stored in a hosted service, our Data Processing Addendum applies.

18.2 Each of us will keep the other's confidential information confidential. The only exceptions are disclosure to advisers, Suppliers and subcontractors who need it, or where the law or a Regulator requires it.

19. Investigations, co-operation and records

19.1 If we, a Supplier or a Regulator investigate possible Misuse or a complaint about Communications through your Account, you must co-operate promptly and in good faith. Within 2 Business Days of our request (or within 24 hours for a traceback request, or sooner if a Regulator or Supplier requires) you must provide:

1. evidence of consents;
2. End User details;
3. call scripts and campaign details; and
4. any other information we reasonably request.

19.2 We may keep and use traffic records, logs, audio samples where lawful, complaint records and correspondence as evidence of Misuse. We will do so in line with data protection law.

19.3 Our records, and our Suppliers' records, are prima facie evidence of the Communications made, the Charges due and your acceptance of the Contract, unless you show they are wrong. These records include call detail records, portal logs and acceptance records.

20. Changes

20.1 We may change these Terms, the AUP, a Service Schedule or our Charges by giving you at least 30 days' notice by email or through our portal. If you are a Relevant Customer, the notice period is at least one month.

20.2 We may make changes with shorter notice where a change is required by law, a Regulator or a Supplier's change to the Services, or where it is needed to prevent fraud or Misuse. This does not reduce any notice period a Relevant Customer is entitled to by law.

20.3 If a change is not exclusively to your benefit, you may end the affected Service without Early Termination Charges. To do so, you must give us notice within one month of our notification. This right always applies to Relevant Customers. For other customers it applies where the change is materially to your disadvantage.

20.4 If you continue using the Services after a change takes effect, you accept it.

20.5 We will keep a copy of each version of these Terms and the AUP, with its effective date, and provide it on request.

21. General

21.1 We may subcontract any of our obligations and assign the Contract to a group company or a buyer of our business. You may not assign or transfer the Contract without our written consent.

21.2 Notices must be in writing:

1. we will send notices to the email address in your Order Form;
2. you must send legal notices to info@prasmo.com; and
3. an email notice is received at the time it is sent if within business hours, and otherwise at 9am on the next Business Day.

21.3 The Contract is the entire agreement between us about its subject matter. Neither of us has relied on any statement that is not in it. This does not limit liability for fraud.

21.4 If any provision is found invalid, the rest remains in force, and the invalid provision applies with the minimum change needed to make it valid.

21.5 No one else has rights under the Contracts (Rights of Third Parties) Act 1999.

21.6 The Contract and any dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. This does not affect any right a Relevant Customer has to use an approved alternative dispute resolution scheme.

PRASMO LTD · Registered in England and Wales · Company number 17296533 · 128 City Road, London, United Kingdom, EC1V 2NX · info@prasmo.com