Please read this Agreement carefully before registering or using the Services. By registering or using the Services, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not register or use the Services. Voxsmart may modify this Agreement at any time and such modifications shall be effective immediately. Your continued use of the Services shall be deemed your conclusive acceptance of the modified Agreement.

IT IS AGREED THAT

1. Definitions: In this Agreement, the following words and expressions shall have the following meanings “Voxsmart” means Voxsmart Ltd, a company registered in England with company number 05691475 and having its principal office at Westwood Park, London Road, Little Horkesley, Colchester, Essex, United Kingdom CO6 4BS; “Customer” means a) the party or person undertaking the Registration Process and whose application for the Services is accepted by Voxsmart or b) the person permitted by the Customer to use the Services. Voxsmart may accept instructions from another person who Voxsmart reasonably believes is acting with the Customer's authority or knowledge; “Registration Process” means, as appropriate, the registration process completed by or on behalf of the Customer via the telephone, facsimile, internet or the registration form. “Charges” means all sums incurred by the Customer in connection with the Services; “Destinations” means any of the locations Voxsmart designates from time to time, to which connections can be made, through use of the Services. “PIN Number” means the unique personal identification number from Voxsmart used to access the Services. “Rates” means the charges for the Services determined by Voxsmart from time to time and published on our website www.voxsmart.com; and “Services” means the facility to establish telephone connections to one or more parties at the prevailing Rates as well as any other value added services provided to the Customer by Voxsmart including but not limited to mobile phone call recording and multiparty calls.


2. PIN Number: 2.1 The PIN Number is unique to the Customer and the sole responsibility of the Customer who should to guard it at all times and change it regularly for security control. 2.2 The Customer shall be solely liable for, and shall indemnify Voxsmart against, any losses, damages, claims, costs or expenses suffered or incurred from theft, misuse or unauthorised use of the PIN Number or any other Personal Identification Number used to secure the Customer’s account.


3. Rates & Payment Terms: 3.1 The Customer agrees to pay the Charges as per the published Rates. Charges for use of the Services will be calculated in accordance with the details recorded by or on behalf of Voxsmart. Voxsmart may revise the Rates at any time and will publish the revised Rates at the website www.voxsmart.com. 3.2 All Charges will be invoiced and paid in sterling, unless otherwise agreed by Voxsmart. Charges do not include Value Added Tax (VAT), or other applicable taxes in the country of supply. The Customer will be responsible for paying any such duties according to local laws and regulations of their country of usage. 3.3 This is a prepaid service. The Customer’s account may be topped up at any time by making payments via the Voxsmart website by using certain credit or debit cards. It is the Customer’s responsibility to ensure sufficient funds are available on their Voxsmart account to pay for usage. 3.4 Calls are charged per second. All Charges shall be calculated by reference to data recorded by Voxsmart. 3.5 Any credit on a Customer’s account which remains unused after six (6) months of purchase shall expire and will not be refundable.


4. Services: 4.1 The Services will not be available unless the Customer activates the Voxsmart Application on their mobile handset. 4.2 In order to use the Services the Customer may need to make calls from their mobile device to access the Voxsmart network. These calls may be chargeable to the Customer under the Customer’s agreement with their mobile carrier


5. Disclaimer of Warranty and Limitation of Liability: 5.1 The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Voxsmart makes no warranty, express or implied, with respect to the Services provided hereunder, and expressly disclaims any warranty of merchantability, satisfactory quality, description or fitness for any particular purpose or function. No advice or information, whether oral or written, obtained by the Customer from Voxsmart or its distributors will create any warranty not expressly set out in this Agreement. 5.2 Without prejudice to paragraph 5.1 above, Voxsmart makes no warranty (i) that the Services will not cause any harm to any computer system, mobile phone, mobile wireless device or data; (ii) as to the accuracy, reliability or quality of any content or data retrieved, stored or transmitted through the Services; and (iii) that the Services and access to them are error free and uninterrupted or available at all time. 5.3 Under no circumstance, including but not limited to negligence or misconduct, shall Voxsmart be liable to the Customer for any direct, indirect, incidental, special or consequential damages or expenses of any type or nature (including without limitation, loss of profits, loss or corruption of data, business interruption or loss of contracts), suffered or incurred by the Customer as a result of or arising from use of or inability to use the Service. 5.4 Voxsmart shall not be liable for the acts and omissions of other telecommunication service or network providers or for the availability or performance of such service or networks. 5.5 Under no circumstances shall Voxsmart’s aggregate liability under the Agreement exceed the sum of Charges received by Voxsmart over the one year period prior to the date of the relevant claim(s) event.


6. Suspension or Termination of Services: 6.1 Voxsmart reserves the right to suspend or terminate the Agreement in whole or in part at any time without notice. 6.2 Voxsmart may disconnect, suspend or terminate the Service, and or terminate this Agreement by notice in writing to the Customer. if:-  (i) in Voxsmart’s reasonable opinion, there is or has been unauthorised, unlawful or fraudulent use of the Services; or (ii) the Customer's use of the Services  is causing or may potentially cause damage or interference to the Voxsmart’s business or reputation; or (iii) the Customer’s pre-paid credit is exhausted; or (iv) the Customer is in breach of any of the terms of the Agreement or fails to comply with any reasonable requirement of Voxsmart in relation to the use of the Service; or (v) it is necessary to comply with a direction or request of the local regulator or other competent authority. The Customer specifically agrees to indemnify Voxsmart against all costs and liabilities arising out of all claims which result from, or involve an allegation of, any breach of this clause. Voxsmart’s decision in these matters is final. No refunds of unexpired credit will be payable under breach of this clause. 6.3 The Customer shall remain liable for all Charges during the period of suspension unless, in Voxsmart’s reasonable discretion, Voxsmart decides otherwise. 6.4 Termination of the Agreement will not affect any rights or liabilities of the parties which have arisen prior to the date of termination. 6.5 If the Customer is dissatisfied with the Services or with any of the terms and conditions of this Agreement, the sole and exclusive remedy is to discontinue accessing and using the Services or terminate the Services according to this Agreement.


7. Conditions of Use: 7.1 Voxsmart owns the copyright, trade mark, trade names, patents and other intellectual property rights subsisting in or used in connection with the Services and the mobile phone software including all documentation and manuals. 7.2 The Customer must only access the Services in the manner permitted by Voxsmart and must not attempt at any time to circumvent system security or access the source software or compiled code. 7.3 The Services are provided solely for the Customer's own use and the Customer will not resell or attempt to resell the Services or any part of it to any third party unless with the prior written agreement of Voxsmart.


8. Confidentiality Agreement: By agreeing to these Terms and Conditions of Use, it is agreed and understood by both the Customer and Voxsmart that information that is clearly confidential includes all information of either party disclosed to the other party (including, without limitation, all financial and proprietary information, trade secrets, confidential know-how, confidential operations, processes or inventions, business, finances, transactions, dealings or affairs of a party, or any of its clients' transactions or affairs, any party's technology, designs, documentation, manuals, budgets, financial statements or information, accounts, clients' lists, notes, memoranda and the information contained therein), which is either marked confidential, copyrighted or its by its nature is intended to be exclusively for the knowledge of the recipient alone. The design and functionality of all proprietary software and network facilities provided to the Customer by Voxsmart is strictly confidential and unauthorised copies may not be created or shared. Neither party shall disclose any confidential information to any third party, nor use such confidential information for any purpose not contemplated by this Agreement, without the prior written consent of the disclosing party.


9. Refunds Policy: In the event that a customer believes that a refund is due for services not delivered according to the Voxsmart Terms and Conditions of Use, the customer needs to send an e-mail or a letter to Voxsmart detailing the nature of the complaint and why a refund is a reasonable request. Voxsmart will respond within one week to confirm receipt of the request. Voxsmart will inform the customer of the action to be taken within one month.


10. Privacy: Use of the Services by a Customer who is an individual about whom Voxsmart processes personal data is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please go to www.voxsmart.com/privacy.


11. General: 11.1 This agreement is governed by and shall be construed in accordance with the laws of England, and the parties agree to submit to the non-exclusive jurisdiction of the courts of England. 11.2 A person who is not party to this Agreement has no rights to enforce any Terms or Conditions of this Agreement. 11.3 Voxsmart reserves the right to make changes to this Agreement either by giving the Customer 7 days notice (including by notice using the website above) or without notice if there is a valid reason. A valid reason shall include but not be limited to an increase in interconnection, carrier or related costs payable by Voxsmart.