Echo Click2Call

TixPay Ltd T/A Echo Click2Call - Callback Service General Terms and Conditions

1. Definitions:
1. In this Agreement the following terms shall have the following meanings:
2. In these conditions “TixPay” means TixPay Ltd also trading as EchoClick2Call.co.uk Registered Office Suite 5, Viking House, Lodge Lane, Daneholes Roundabout, Grays, Essex, RM16 2XE. Registered in England No: 04566751.
3. 'Agreement' means these Terms and Conditions together with any quotation, service specification and Call Schedule attached.
4. 'User' refers to the person or entity to which this Agreement is issued and includes its permitted employees, agents and officers.
5. 'Caller' refers to a person or entity using a telecommunications network to access the CallBack Service.
6. 'CallBack Service' refers to the voice service(s) TixPay will provide to the User for the duration of this Agreement.
7. 'Minimum Period' means the period, commencing from the Start Date, in which the User is committed to using and paying for the CallBack Service and in which TixPay is committed to providing the CallBack Service.
8. 'Start Date' refers to the date that the callback coding is emailed to the user by TixPay.
9. 'Contract Date' refers to the date that the callback code is emailed to the user by Tixpay.
10. 'Retail Price' is the cost of a call, including VAT unless otherwise stated, charged to the User when successfully connected to a Caller using the Callback Service to a non geographical, mobile or international telephone number.
11. 'Call Charges' are the payments made to TixPay by the User in respect of Callback Service call usage other than UK landline telephone numbers starting with 01 and 02 prefixes which are free of charge and unlimited.
12. ‘installation Charges’ are charges payable to TixPay by the User in return for TixPay deploying the CallBack Service on the users website.
13. ‘Monthly Service Charge ’ is a monthly charge payable to TixPay by the User in return for TixPay maintaining and/or operating the CallBack Service supplied to the User.

Set Up
1. Free setup of Echo Click2Call account area to include a Standard website button, form and call prompter. HTML code will be supplied to you for installation (cut and paste) on your website by email.

Call Costs
1. All call costs for UK landline, UK mobiles and UK non geographic numbers are free.
2. Callers using International numbers are blocked by default. Blocking of international numbers can be lifted by request by sending an email to accounts@echoclick2call.co.uk . However all calls to/from international numbers will be charged on a per minute basis as detailed in our international call charge rates and billed monthly in addition to the monthly service charge.

Payment Terms
1. Payment in full of the first month’s Service Charge to TixPay is required prior to sending of the callback code by email to the user. Thereafter Tixpay will invoice and collect monthly service charge and call charges where incurred on a monthly basis. TixPay reserves the right to request reasonable pre-payment from the User in respect of Call Charges if required. Failure of the User to comply with this request may result in a breach of this Agreement and (i) a delay to the Start Date and/or (ii) the suspension / termination of the CallBack Service.
2. TixPay reserves the right to amend where necessary the Installation Charges if the time and resources used during the installation significantly exceed more than one hour due. In this instance, User will be asked to either agree to the extra costs or to curtail the requirements accordingly.
3. TixPay reserves the right to cease the CallBack Service to the User at any time if terms and conditions relating to the CallBack Service are not adhered to. The User agrees that the deployment of the CallBack Service can be monitored and this Agreement terminated if the CallBack Service is found to be outside the terms and conditions within this Agreement. On such cessation of service, TixPay reserves the right to withdraw any credit facility such that the whole of the User's account becomes due for immediate payment without prejudice to any other right to remedy of the seller forthwith become due and payable.
4. In the event that payment of an invoice in full is not made to TixPay Ltd at the time stipulated above, interest on the balance outstanding will accrue at a rate calculated as 8% above the base lending rate of National Westminster bank as at the date of invoice until such payment is received by TixPay.
5. All rates and charges specified in any terms, quotations, Call Schedules or other documentation are subject to VAT at the current rate, unless otherwise specified.
6. You are required to have a valid credit/debit card and email address registered to your account at all times, failure to do so may result in suspension of your account. No bills or invoices will be sent by post. All invoices will be sent directly to customers via email after payment has been made. The users card will be charged automatically on a monthly basis. All payment is in UK sterling. All prices displayed are shown excluding UK VAT.
7. By signing this agreement the user is giving TixPay permission to bill the credit/debit card held on file by TixPay for callback services, call charges and any additional design work authorised to be undertaken by TixPay for the user.
8. Any customer withdrawing payments via bank or credit card (a "chargeback") may be subject to a punitive fee of £50, should the company deem this chargeback to be unfair. TixPay also reserves its right to defend such chargebacks and recover the original monies from the card issuer.

Suspension of Accounts
In this instance TixPay will provide the User with 48 hours written notice by email, fax or post before the commencement of the account suspension. In the event of gross misuse the account shall be suspended with immediate effect and the user notified within 48 hours by written notice by email, fax or post.

Term
This Agreement shall come into effect on the Start Date and shall continue until the end of the Minimum Period thirty (30) days unless otherwise specified in writing in this contract. Thereafter this Agreement shall continue in force unless and until terminated by either party on no less than thirty (30) days prior written notice, such notice not to expire before the end of the Minimum Period. Where no Minimum Period has been specified, this Agreement shall come into effect on the Start Date and shall continue in force unless and until terminated by either party on no less than thirty (30) days prior written notice at any time after the Start Date. Where this Agreement has reached termination all outstanding accounts must be settled by the User with TixPay.

Indemnification
1. User agrees that it shall defend, indemnify, save and hold TixPay harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against TixPay, its agents, its Users, officers and employees, that may arise or result from any access to the buyers website and /or installation of the callback service or other services provided or performed or agreed to be performed or any product sold by User, its agents, employees or assigns.
2. IN NO EVENT SHALL TIXPAY OR ITS AGENTS, OFFICERS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF TIXPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TIXPAYS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY TIXPAY LTD FROM THE USER FOR THE CALLBACK SERVICE FOR THE PERIOD GIVING RISE TO THE CLAIM. Without limiting the foregoing, TixPay or its agents shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of TixPay or its agents or officers. The User acknowledges that TixPay has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
3. TixPay disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by TixPay and its employees. TixPay reserves the right to revise its policies at any time. TixPay retains full ownership of all software, systems, services and intellectual property relating to this Service and this Agreement.

Misuse of Service
1. User will indemnify and protect TixPay against any misuse of the Service by its customers, suppliers, employees, agents and officers. User agrees to use the Service as sold by TixPay for the purposes intended, and not to misuse the Service in a way that conflicts with any laws, legislation, codes of practice or guidelines.
2. The User agrees only to use the Callback Service supplied to the User for the business it was originally intended for. Under no circumstances is the Callback Service supplied to the user to be used for any other businesses or individuals without the explicit written consent of TixPay.
3. No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Callback Service or any part thereof.
4. No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Callback Service or any part thereof.
5. Where the User uses the Deskptop Direct Dial Callback Service, it shall only be distributed to the Users clients with their express permission. The user shall only allow distribution via the Users allocated URL as provided by TixPay to the User. Under no circumstances are any other methods of distribution to be used.

The User’s Obligations
The User agrees and warrants that the Callback Service supplied will in no way be used or associated in a way that infringes copyright or any other right, or will be defamatory, obscene, indecent or otherwise illegal or unlawful and undertakes to indemnify and hold harmless TixPay Ltd against all damages, losses, costs, charges and expenses of whatever nature arising out of or in connection with any claim that such use or other items infringe copyright or are defamatory, obscene, indecent or otherwise illegal or unlawful whether or not such claim is justified or upheld. The User in addition undertakes to work within the normally accepted codes of conduct for the advertising industry, including in particular the British Code of Advertising Practice, The British Code of Sales Promotion Practice and the ICSTIS code.

Severability Clause
1. Any Supplementary agreements, amendments, changes need to be in a written form to become valid. The abdication of the written form also needs to be in a written form.
2. If one of the clauses of this agreement is invalid, the validity of the rest of the agreement is not violated. In this case the contractual parties agree to replace the invalid clause with a valid clause that is close to the commercial meaning of the invalid clause.
3. This Agreement supersedes all other verbal and /or wriiten agreements, amendments and changes as of the date of signing.

Cancellations
Once the callback code has been sent to the user by email except as otherwise agreed in writing, this contract, can only be cancelled by the user giving thirty (30) days notice in writing. If the User cancels the contract, in whole or in part at any time, the full sum plus any international call charges incurred is still payable even if the Callback Service has not been used or implemented on the users website.

Governing Law
These conditions and any questions, disputes or other matters relating to them or any contract made subject to them shall be governed by and determined in accordance with the laws of Scotland and the parties accept the jurisdiction of the Scottish courts.

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