M4siz Limited Terms and Conditions
for telecommunication and cloud telephony services
IMPORTANT DISCLAIMER – EMERGENCY SERVICES ACCESS [999/112]:
This is a Voice over Data Network service, and as such, it is dependent on your connection to the data network and the data network itself. Your service may, therefore, cease to function if there is a power failure or a failure in the underlying data network.
You understand and acknowledge that this service allows calls to the emergency services numbers 999 and 112 and that calls to these services may fail if there is a power cut or if your broadband connection fails.
You understand and acknowledge that the address provided by you will be passed to the Emergency Services and will be used in location finding during a 999 call.
You understand and acknowledge that the address provided is the location that the service will be used and that it is your responsibility to notify M4siz, immediately, of any changes to this information.
The terms and conditions set out below (the “Conditions”) apply to all services provided by M4siz Limited and your use of https://m4siz.com (as accessed via that or any other subdomain or fully qualified domain name) (“Website”) and any and all Services which may be made available through the Website. The Website is owned, operated and controlled by M4siz Limited (company number 06245416) whose registered office is at M4siz Ltd, 55 Crown Street, Brentwood, Essex CM14 4BD (“we“, “us“, “our” and “M4siz“). Our VAT number is GB 152 1427 43. Subject to these Conditions and any other terms we may require you to enter into, we provide the Voice over Data Network services and a range of other related services which are as further described on the Website (“Services“). Certain Services provided are available only in the UK and we will clearly set out on the Website any geographical or other restrictions which might apply to any of the Services. Where applicable by accepting these Conditions you warrant and represent that you are a UK registered national. M4siz may, at any time, change, modify, add to or remove part or all of these Conditions. You should, therefore, check these Conditions periodically to see if they have changed. Your continued use of the Website and/or Services provided will be deemed to constitute acceptance by you of any such changes.
A. CONDITIONS RELATING TO YOUR USE OF THE WEBSITE
Access to the Website
We may from time to time restrict access to certain features, parts or content of the Website, or the entire Website, to users who have registered with us. You must ensure that any registration details you provide are accurate. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. We reserve the right to contact you by any method of communication, including by telephone, as we deem might be necessary to confirm your details when you are registering your account with us. Additionally, we may ask that you call us to confirm your details before we will activate your account with us. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorised use or other security breaches of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these terms or if any details you provide for the purposes of registering as a user prove to be false. We cannot guarantee the continuous, uninterrupted or error-free operability of the Website. There may be times when certain features, parts or content of the Website, or the entire Website, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Website, or any features, parts or content of the Website. You must only use the Website and anything available from the Website for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or any of our affiliates. All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.
Site Features and Content
We may change the format, features and content of the Website from time to time. You agree that your use of the Website is on an ‘as is’ and ‘as available’ basis and at your sole risk. Whilst we try to make sure that content on the Website consisting of information of which we are the source is correct, you acknowledge that the Website may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information on the Website is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information. Except as provided in these Conditions, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Website and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Website or relying on any of its content. We cannot and do not guarantee that any content of the Website will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of the content.
Intellectual Property Rights
All designs, text, graphics and the compilation (meaning the collection, arrangement and assembly) of all content on the Website are the copyright of M4siz and its licensor’s unless indicated otherwise. You may electronically copy or print portions of the Website for your own personal, non-commercial use. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance of the content on the Website is strictly prohibited. No links to the Website may be included in any other website without express written authorisation from M4siz.
Any link (be it a hypertext link or other referral device) used on the Website is provided solely for the use and convenience of the visitor. The link does not represent any endorsement or recommendation by M4siz and does not mean that M4siz has any association with the linked site. M4siz is not responsible for the content of any websites that have links to the Website or for the legal consequences of your entering into any contracts with the third parties that have these linked websites. M4siz does not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred by you as a result.
B. GENERAL CONDITIONS RELATING TO THE PROVISION OF SERVICES
Unless the context otherwise requires the following terms shall have the following meanings:
- “Bandwidth” the allocated transmission capacity, measured in bits per second, as specified in the relevant Contract;
- “Bandwidth Provision” the provision of Bandwidth by M4siz;
- “Contract” the contract for the provision of Services between M4siz and you incorporating these General Conditions, the M4siz Order Form (where completed and accepted M4siz) and (where applicable) the Price List or as set out in the applicable Separate Contract;
- “Domain Name Registration” the submission of applications for registration of domain names to the relevant naming authority;
- “Dialler” a device or piece of software for calling telephone numbers automatically.
- “Email Provision” M4siz’s secondary email service provided by M4siz as detailed on the Website from time to time;
- “Fee” the fees (including any applicable VAT) due for the provision of the Services as set out in the Price List or, in the absence of provision in the Price List, the fees for the provision of the Services agreed between you and M4siz as detailed in the applicable Order Form accepted by M4siz in writing;
- “General Conditions” the general conditions relating to the provision of services set out in Section B of these Conditions;
- “Hosting” the provision of hosting services by M4siz;
- “Hosted Service” a service that is hosted by M4siz;
- “Insolvency Proceedings” bankruptcy proceedings, sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed;
- “Intellectual Property Rights” any and all intellectual property rights and similar rights including, without limitation, patents, trademarks or trade names, service marks, brand names, registered designs, design rights, rights in databases, Know-How, copyrights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto and all extensions and renewals thereto;
- “Know-How” any and all know-how, confidential information, experience, drawings, designs, source code, programme’s, notes, flowcharts, other technical information including the benefit of obligations of confidentiality in relation thereto howsoever arising;
- “Minimum Contract Term” any minimum contract term applicable in respect of the provision of Services as specified in the relevant Contract;
- “Order Form” the M4siz online or manual (as applicable) order form;
- “Price List” M4siz’s published charges for the provision of the Services;
- “Portal” the websites providing access to the administration of customers services provided by M4siz Limited. This includes all subdomains of and any links to M4siz.co.uk and sipconvergence.co.uk;
- “Retail” all consumers of M4siz products and services excluding wholesale consumers;
- “Separate Contract” any separate contract for the provision of Services entered into you and M4siz;
- “Services” the services provided to you by M4siz as detailed on the relevant Order Form and/or as accessed or used you via the Website;
- “Site” the premises or location at which a Service is or is to be provided;
- “SMS Service” M4siz’s facilitation of the sending and/or receipt of SMS messages via a web-based interface;
- “Specific Conditions” the specific conditions relating to the provision of specific categories of services set out in Section C of these Conditions;
- “Telecom Service” the provision of number forwarding services M4siz;
2 The basis of Provision of Services
2.1 Save as provided in clauses 2.2 and 2.3 these General Conditions apply to each and any provision of Services to you M4siz to the exclusion of all other conditions, agreements, understandings or arrangements not set out in the applicable Contract.
2.2 The applicable Specific Conditions are also included in each Contract for the provision of Services.
2.3 Certain Services are provided by M4siz on the terms of Separate Contracts. If you enter into a Separate Contract with M4siz in relation to the provision of any Services the terms of that Separate Contract shall take priority over these General Conditions.
3 Fees and Payment
3.1 In consideration of the payment of the appropriate Fees, M4siz will provide the Services. The appropriate Fees for the provision of Services are such Fees as are expressly agreed in writing between you and M4siz in respect of the Services or, in default of such agreement, such Fees as are calculated in accordance with the Price List in force at the time you submit a completed Order Form for the provision of the Services to M4siz.
3.2 M4siz shall invoice the Fees monthly in advance or monthly in arrears in respect of specific Services as may be set out on the relevant Order Form. M4siz shall on not less than 30 days notice in writing to the Reseller be able to vary the frequency of how the Services are invoiced. All Fees must be paid in full without set off or deduction in UK pounds sterling by the due date stated on the invoice (“due date”).
3.3 Fees are quoted by M4siz (whether in the Price List or otherwise) are inclusive of Value Added Tax.
3.4 Subject to the following clause, M4siz reserves the right to increase the Fees for Services in respect of which it has entered into a Contract with you upon 30 days prior written notice to you. If M4siz wish to alter any or all of the Fees it will send you an email to the email you provided to M4siz on the Order Form notifying you of the change. Notice of the altered Fees will be deemed to have been given at the date the email is sent and the changes will come into effect not less than 30 days after the date of the email. If you do not agree with the changes to the Fees you can give notice to terminate the Contract on 30 days notice.
3.5 If the rates charged to M4siz, which should be passed onto you, are changed by a supplier to M4siz on less than 30 days notice, M4siz will, on written notice to you, via email, alter the Fees on the same notice period.
3.6 M4siz accepts payment of the Fees due by direct debit, Credit or Debit card payment taken by third party payment providers online through the Website or over the phone, or by Paypal, further details of payment options can be found on the Website or can be discussed with us directly by phone. Regardless of how you make payment, it will always be due on the due date of the relevant invoice.
3.7 We do not accept payment by cheque.
3.8 If you choose to pay for any Services in advance (“pre-pay”) then you will be entitled to pre-pay such amount as you require, subject to a minimum payment of £5, and these amounts will be drawn down against as you use the relevant Services.
3.9 Without prejudice to M4siz’s other rights and remedies under these Conditions and/or at law, if any sum payable is not paid on or before the due date, M4siz Limited shall be entitled forthwith to:
3.9.1 Withhold or, where provision of the Services has commenced, suspend the provision of Services to you; and/or
3.9.2 charge interest (both before and after judgment) at a rate of 8% over the base rate from time to time of Barclay’s Bank Plc on the overdue sum; and/or
3.9.3 Charge you an administration fee in respect of time spent and costs incurred M4siz in taking steps to recover payment of the due sums and in respect of certain Services which may be suspended under this clause 3.9, a reconnection charge.
3.10 We reserve the right to attempt to recover monies for outstanding invoices by contacting the admin email address or owner email address for the account, or by any other contact details we have been provided pertaining to that account.
3.11 If you fail to notify M4siz of any dispute with an invoice within the time period set out in clause 3.11.1 below, then you shall be deemed to have accepted the invoice. In the event of any dispute as to the amount of an invoice, you shall:
3.11.1 notify M4siz in writing immediately and in any event within 10 Business Days of the receipt of the invoice that it disputes all or part of the invoice;
3.11.2 where the amount in dispute is less than 50% of the invoice amount, pay the amount in full pending the resolution of such dispute and M4siz shall make any adjustment due in the following month’s invoice; or
3.11.3 where the amount in dispute is 50% or more of the invoice, withhold payment until resolution of the dispute. Within 2 Business Days of the resolution of the dispute, you shall pay to M4siz all amounts outstanding on the overdue invoice.
3.12 Notwithstanding the provisions of clause 3.11, M4siz may in its absolute discretion review and consider invoice disputes which are notified to M4siz after the period referred to in clause 3.11.1 subject always to a maximum refund of 6 months or less.
4.1 M4siz warrants that it has the right to provide the Services as contemplated by this agreement to the standards of a reasonable and prudent telecommunications operator offering the same or similar services in the UK, subject always to the terms of this agreement and any relevant provisions of the Telecommunications Act 1984.
4.2 All conditions, terms, warranties and representations, whether imposed statute, an operation of law or otherwise, that are not expressly stated in these Conditions are here excluded to the fullest extent permitted law.
5 Intellectual Property Ownership
All Intellectual Property Rights in and to the Services provided M4siz are, as between you and M4siz, the property of and shall vest in and be the property of M4siz.
6 Use of the Services
6.1 You represent, undertake and warrant to M4siz that you will use Services provided by M4siz only for lawful purposes. In particular, you represent, warrant and undertake that:
6.1.1 you will not use the Services in any manner which infringes any law or regulation or which infringes the rights of or, causes annoyance, inconvenience or needless anxiety to any third party, nor will you authorise or permit any other person to do so;
6.1.2 You will not use the Services to post, link to or transmit:
(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;(b) any material containing a virus or other hostile computer program; and/or
(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any intellectual property right;
(d) contain, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable; or
(e) contain, transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam);
6.1.3 you will keep secure any identification, password and other confidential information relating to the Services and shall notify M4siz immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information;
6.1.4 you will observe the procedures which M4siz may from time to time prescribe and shall make no use of the Services which is detrimental to M4siz’s other customers;
6.1.5 You will procure that the Services are used in accordance with all applicable legislation (including data protection legislation) and in a secure manner;
6.1.6 (If you are an individual), you are at least 18 years of age; and
6.1.7 (If you are a company), the Services will not be used anyone under the age of 18 years.
6.2 Whilst M4siz will use reasonable endeavours to ensure the integrity and security of the Services, M4siz Limited does not guarantee that the Services will be error or interruption free or free from unauthorised users or hackers.
6.3 M4siz may from time to time:
6.3.1 Temporarily suspend part or all of the Services without notice for the purposes of repair, maintenance or improvement. M4siz undertakes to use reasonable endeavours to restore the Services as soon as possible after any such suspension;
6.3.2 give instructions regarding the use of the Services which in M4siz’s reasonable opinion are necessary in the interests of safety or to maintain or improve the quality of the Services provided M4siz and any such instructions shall, whilst they are in force, be deemed to form part of the Contract between you and M4siz; and/or
6.3.3 Vary the technical specification of the Services for operational needs.
6.3.4 Require you to maintain accurate service subscriber details.
6.4 The resale of goods or services supplied by M4siz is forbidden unless prior written consent is given.
6.5 The use of Diallers is forbidden unless prior written consent is given.
7.1 M4siz may terminate its Contract with you at any time, immediately upon written notice if you:
7.1.1 breach any term of the Contract, including but not limited to failing to pay or being late in paying any invoices by or on the due date;
7.1.2 are subject to Insolvency Proceedings; or
7.1.3 do anything or omit to do anything that, in the reasonable opinion of M4siz, harms or may harm the name, reputation or business of M4siz.
7.2 Either you or M4siz may terminate your Contract at any time upon at least 30 days’ notice to the other expiring on the last day of the Minimum Contract Term (if any) or at any time thereafter. If no Minimum Contract Term is specified the notice to terminate shall take effect upon the last day of the notice period. In any event, you must pay the Fees for all Services provided to you up to and including the date of termination.
7.3 M4siz reserves the right to keep all balances and credits that you have paid in advance for Services that, as a result of M4siz’s termination of the Contract, you will not receive.
7.4 Termination and/or expiry of your Contract is without prejudice to any rights and/or liabilities accrued as at the date of expiration or termination.
7.5 On termination or suspension of Services under the Contract, M4siz shall be entitled to immediately block any website provided to you or hosted for You M4siz as part of the Services and to remove all data located on it. M4siz shall be entitled to delete all such data but M4siz may, at its discretion, hold such data for such period as M4siz may decide, to allow you to collect it at your expense, subject to payment in full of any amount outstanding under Contract and costs incurred by M4siz in connection with such storage. M4siz shall further be entitled to post publicly on the relevant webpages such notice in respect of the non-availability of such website as M4siz thinks fit.
Any notice to be given you or M4siz to the other may be sent either email or recorded delivery to the address of the other party as appearing in the relevant Contract (or, in the case of M4siz, as appearing on the Website) or such other address as either party may from time to time have communicated to the other in writing. If sent email a notice shall, unless the contrary is proved, be deemed to be received on the day it was sent or, if sent recorded delivery, shall be deemed to be served two days following the date of posting.
9 Matters Beyond M4siz’s Reasonable Control
M4siz is not liable for any breach of Contract or any delay or failure in its performance of any of its obligations under a Contract when caused as a result of any matter beyond its reasonable control including, but not limited to, war, civil disorder, industrial disputes, adverse or extreme weather, acts of local or central government or other competent authorities or failure other service providers.
10.1 M4siz shall not in any way be liable for any loss of profits, anticipated savings, goodwill or business opportunity, for the loss, corruption or destruction of data, for injury to reputation or third party losses or for indirect, consequential or special loss or damage regardless of form of action, whether in tort (including negligence) contract, strict liability or otherwise and regardless of whether M4siz knew or had reason to know of the possibility of the loss, injury or damage in question.
10.2 Nothing in these terms shall limit or exclude our liability to you:
- for death or personal injury caused by our negligence;
- for fraudulent misrepresentation; or
- for any other liability that, by law, may not be limited or excluded.
10.3 M4siz’s total aggregate liability under any Contract for any claim arising out of or in connection with the provision of the Services shall be limited to the greater of (a) the Fees paid and payable by you in the previous 12 months in respect of the Services which are the subject of any such claim or (b) £1,000,000.
10.4 In any event, no claim shall be brought against M4siz unless you notify M4siz of the claim within two years of it arising.
You shall indemnify and hold M4siz harmless from and against any breach you of these Conditions and/or the terms of any Contract and any claim brought against M4siz a third party resulting from the provision of Services to you and your use of the Services other than in accordance with the terms of these Conditions and the applicable Contract.
12.1 The failure or delay of M4siz to enforce or exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect M4siz Limited’s right later to enforce or exercise it. No single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
12.2 The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
12.3 Nothing in this Agreement shall be construed so as to confer any benefit or impose any obligation upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.4 The headings in these General Conditions are for ease of reference only and shall not affect the interpretation of the Conditions.
12.5 All documentation and correspondence in connection with these General Conditions shall be in the English language.
12.6 Any dispute or difference between the parties arising out of or in connection with this agreement, its interpretation or subject-matter (“Dispute“) shall be dealt with in accordance with M4siz’s complaint procedure at Complaints, as may be updated from time to time. Nothing in this agreement shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.
12.7 The construction, validity and performance of these Conditions and each and every Contract is governed the law of England and Wales and the parties accept the exclusive jurisdiction of the courts of England and Wales.
C. SPECIFIC CONDITIONS
13 Specific Conditions applicable to Email Provision, Telecom Services, Broadband Services and SMS Services
13.1 M4siz makes no representation, gives no warranty as to and accepts no liability in relation to your use of the Email Provision, Telecom Services and/or SMS Services the accuracy or quality of information received by any person via the Email Provision, Telecom Services and/or SMS Services and/or any loss of or damage to any data stored or transferred via the Email Provision, Telecom Services and/or SMS Services.
13.2 M4siz reserves the right to suspend any account if it remains unused for a period of three months and delete any remaining credit balance, without refund. In the case where an account is active but credits remain unused after a period of twelve months or greater, M4siz reserves the right to remove any unused credits from the balance of the account.
13.3 One message credit is consumed per message delivery or attempted delivery. M4siz reserves the right to charge internetworking or network termination fees or to deduct messages from an SMS account balance of equivalent value to any internetworking or termination fees due.
13.4 Account Credits including but not limited to top-ups are non-refundable under any and all circumstances.
13.5 Inbound SMS: in absence of any other agreement, M4siz reserves the right to suspend any accounts where the amount of incoming or outgoing messages impinges on the provision of services to other users. In such instances, the account holder will be given an opportunity for compliance.
13.6 By purchasing our Voice over IP (VoIP) telephony services you understand that:
13.6.1 You may not get quality or reliability comparable to a conventional PSTN phone line and specifically, M4siz does not offer any warranty or assurances of same;
13.6.2 The service may sometimes be unavailable as a result of circumstances beyond our control such as internet connections or other similar issues. Our services should not be used for accessing or attempting to access 999 or 112 type public emergency call services.
13.6.3 If you do connect to emergency services, we may not be able to pass your location details or number to the emergency operator – you must provide all information to the operator.
13.6.4 You may not be able to port your number away from M4siz and in those circumstances where it is possible, a porting charge may be made by M4siz.
13.6.5 The service is subject to different OFCOM regulations to that of a normal Publicly Available Telephone Service and that your rights for redress under such regulations may be affected.
13.6.6 The broadband service starts on the date we activate it (service start date). If engineers have to visit to install the service, it will be activated after the installation is complete. You will usually need to take any service option for a minimum period – from 1 to 24 months. The minimum period for each service option is set out at the point of order. This minimum period also begins on the service start date.
13.7 Vanity or cherished telephone number(s) have a minimum term. This is 24 calendar months by default and the remainder of this term is shown within the control panel. This minimum period also begins on the date the number was allocated to the account. The end-user or customer reserves the right to cancel the number within the term at which point the number(s) return to the range holder or M4siz.
14. Tariffs and Pricing
14.1 Pricing and Tariffs are available and located within the customer portals which includes schedule 7 pricing.