Terms of Service
These terms and conditions, together with the completed order forms and any associated pages referred to in these terms and conditions (the “Terms and Conditions”) govern your use and our provision of all the services provided by LeanCall (the “Services”).
It is important for you to read and understand the Terms and Conditions prior to your use of the Services as by using the Services you are agreeing to them.
“Business Days” means days when banks are open for business in the City of London.
“Confidential Information” means all confidential information including all information disclosed by one party to the other provided that such item of information would appear to a reasonable person to be confidential or bears upon it a statement that it is confidential or proprietary.
“LeanCall Equipment” means all equipment owned and operated or leased and operated by LeanCall.
“Force Majeure” means as in Clause 13 of these Terms and Conditions.
“Intellectual Property Rights” means patents, registered and unregistered designs, copyright and all other intellectual property protections wherever in the world enforceable.
“Payment Plan” means the payments due for your choice of plan as more fully described in the Payment Plans section of this website.
“Recurring Fees” means the fee payable on a monthly basis in advance by the you to LeanCall as part of your Payment Plan.
“Services” means those services associated with the Payment Plan of your choice.
“Telecom Equipment” means any and all telecommunications equipment, other than equipment owned and maintained by LeanCalll, through which the Services are provided.
“Usage Credit” means the monies paid in advance for each call connected in accordance with your Payment Plan together with the applicable call charge which varies in accordance with the number being called.
2. Services to be supplied:
Subject to the Terms and Conditions, including but not limited to payment of all fees due by you to LeanCall in accordance with your Payment Plan, LeanCall agrees to provide the Services to you. You may request at any time during the term of the provision of the Service to you that LeanCall change your Payment Plan at the end of a calendar month or immediately provide you with additional Services. Such Services will also be subject to these Terms and Conditions unless otherwise stated at the time of signing up.
LeanCall will provide the Services to you based on your choice of Payment Plan. Payment Plans are provided on either on a “pay-as-you-go” basis or on a rolling monthly basis (with such rolling contracts being automatically renewed unless you let LeanCall know otherwise). You may terminate any Payment Plan at the end of any calendar month.
4. Payment & Fees
a. LeanCall will provide the Services and in consideration of this you shall pay:
i. Usage Credit; and/or
ii. any applicable Recurring Fees;
based on your choice of Payment Plan.
b. You will be billed the Recurring Fee monthly in advance of the provision of the Services and payment of such invoices will be due before the Services will be provided. Usage Credit is pre-paid and all charges relating to such Usage Credit are deducted on an ongoing basis. All payments will be made in Pounds Sterling.
c. The Recurring Fees and Usage Credit are reviewed on an annual basis. You will be given at least one months’ notice of any changes.
d. Notwithstanding sub-clause (c) above, LeanCall reserves the right to increase the Recurring Fee and Usage Credit at any time if third party suppliers increase the cost of software licenses, telecommunications costs or machinery maintenance costs during the term of this Agreement, such increase in the Recurring Fee or the Usage Credit to be no more than the third party supplier’s increase. LeanCall will provide you with as much notice as it can in such circumstances.
e. In the unlikely event of late payment in respect of any sum due by you to LeanCall, LeanCall reserves the right to charge you 8% above The Bank of England’s base rate from time to time calculated from the date when payment became due until the date of actual payment.
f. In the event of late or non-payment in respect of any sum due by you to LeanCall, LeanCall in addition to the rights reserved in sub-clause (e) above, has the right to withhold the provision of the Services until all due payments are made.
g. All fees quoted are exclusive of all Value Added Tax, sales, use, excise and other taxes which may be levied on either party as a result of the provision of the Services.
h. You acknowledge that Usage Credit expires 45 days after such credit has been purchased and that all credit is non-refundable.
5. Client’s Obligations
a. During the term of this Agreement you undertake to:
i. pay the fees specified in Clause 4 above;
ii. maintain the confidentiality and security of any passwords or other security features giving access to the Services;
iii. fully co-operate with LeanCall’s personnel in the diagnosis of any error or defect in any of the Services.
b. Except to the extent and in the circumstances expressly required to be permitted by LeanCall by law, you shall not alter, modify, adapt or translate the whole or any part of the Services in any way whatever nor permit the whole or any part of the Services to be combined with or incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things.
c. You agree that in connection with the exercise of your rights and performance of your obligations under the Terms and Conditions you will comply in all material respects with all applicable laws and regulations. You acknowledge that LeanCall exercises no control whatsoever over the content of the information passing through the Telecom Equipment and that as between you and LeanCall it is your sole responsibility to ensure that information you transmit and receive complies with all applicable laws and regulations.
d. You will be fully responsible for all charges, costs, expenses and third party claims that may result from your use of, or access to the Services.
6. LeanCall Warranties
a. LeanCall represents and warrants that in performing its obligations under the Terms and Conditions it:
i. shall exercise reasonable skill and care; and
ii. shall devote such time as is necessary for the proper and timely delivery of the Services.
b. LeanCall warrants to the best of its knowledge that the Services shall not:
i. infringe on the Intellectual Property Rights of any third party;
ii. violate any law, including the laws and regulations governing export control;
iii. contain any viruses, or any other computer programming routines in existence or yet to be created that are intended to damage, interfere with or intercept any system or extract any data or personal information.
c. Except for the express warranties set out in this Clause 6 the provision of the Services hereunder are performed, provided and made available on an “as is” basis and your use of the Services is at your own risk. LeanCall does not make, and hereby disclaims, any and all other express and/or implied warranties, including but not limited to warranties of satisfactory quality, fitness for a particular purpose and any warranties arising from course of dealing, usage or trade practice.
d. LeanCall does not and cannot control usage of the Internet as this is controlled by third parties. Despite the various steps LeanCall has taken to ensure the Services are maintained whenever required, at times, actions or inactions caused by third parties can produce situations in which LeanCall’’s connections to the Internet, or portions thereof, may be impaired or disrupted. LeanCall will use reasonable endeavours to take action it deems reasonably appropriate to remedy and avoid such events but LeanCall cannot guarantee that they will not occur. Accordingly, LeanCall disclaims any and all liability arising from unavailability of the Internet.
e. LeanCall warrants that the Intellectual Property Rights in the Services are either owned by or licenced to LeanCall. Your use of the Services does not create Intellectual Property Rights in such Services.
a. You shall defend LeanCall against any third party claim, action, suit or proceeding resulting from your acts, omissions or misrepresentations under the Terms and Conditions(including without limitation any breach of “Your Obligations” above). Subject to any Limitation of Liability, you shall indemnify LeanCall for all losses, damages, liabilities and all reasonable expenses and costs incurred by LeanCall as a result of any such claim, action, suit or proceeding including final judgment entered against LeanCall. For the avoidance of doubt, any damage to LeanCall’s reputation resulting from your acts, omissions or misrepresentations is included within your indemnification of LeanCall.
b. Your obligations are conditional upon LeanCall:
i. giving you prompt written notice of any claim, action, suit or proceeding for which LeanCall is seeking indemnity;
ii. granting control of the defence and settlement to you; and
8. Limitations on Liability
a. Neither Party excludes liability for personal injury or death resulting from negligence or for fraud.
b. In no event shall LeanCall be liable for any special, incidental or consequential damages (however arising, including negligence) arising out of or in connection with the Terms and Conditions, including but not limited to loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings.
c. LeanCall’s maximum liability to you related to or in connection with the Terms and Conditions will be limited to the total amount paid by you to LeanCall in the twelve (12) month period prior to any claim.
d. LeanCall and you acknowledge and agree that the allocation of risk and liability contained in the Terms and Conditions is reasonable in all the circumstances having regard to all relevant factors including the nature of the Services, the Payment Plan and your ability to rely on your own insurance arrangements and other resources to bear or recover any loss or damage incurred for which LeanCall is not liable.
9. Confidential Information
Except as expressly excluded below, each of LeanCall and you shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than the purposes of the Services. This restriction shall not apply to Confidential Information which:
a. is already known by the recipient;
b. becomes, through no act or fault of the recipient, publicly known;
c. is received by recipient from a third party without a restriction on disclosure or use; or
d. is independently developed by the recipient without reference to the other party’s Confidential Information.
10 . Termination
a. Except as otherwise provided for in this Agreement LeanCall may terminate in accordance with the Terms and Conditions on notice in the event that any invoice payable by you under the Terms and Conditions remains unpaid for more than sixty (60) days.
b. If you do not use the Services for 365 days then LeanCall will automatically terminate your account and any data stored by LeanCall, included call recordings, will be deleted. For the purpose of this sub-clause “use” includes the regular payment of a monthly subscription and/or the making of calls.
c. Clauses 8, 9 and 10 shall survive termination or expiration of this Agreement howsoever caused.
You agree that LeanCall may refer to you by trade name and trademark, and may briefly describe your business in LeanCall’s marketing materials and website. You hereby grant LeanCall a licence to use any of your trade names, trademarks or service marks solely in connection with the rights granted to LeanCall pursuant to this clause.
LeanCall shall insure all its assets of an insurable nature against loss or damage and other risks normally insured by person carrying on the same class of business and agrees that it will not do or omit to do anything which may void or make voidable any insurance in connection with the provision of the Services.
13. General Provisions
a. Severability and Waiver
If any provision of the Terms and Conditions is held by a court of competent jurisdiction or other competent authority to be invalid unlawful or unenforceable for any reason then such part will be severed from the remainder of the Terms and Conditions, which will continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Terms and Conditions, the parties shall promptly commence good faith negotiations to remedy such invalidity. No delay on the part of either party in exercising any right or remedy under the Terms and Conditions shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy under the Terms and Conditions preclude any other or further exercise of such right or remedy.
b. Assignment and Sub-contracting
LeanCall may assign, transfer, delegate or grant all or any part of its rights pursuant to the Terms and Conditions and the Services to any person or entity. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
c. Notice and Service
i. Any notices or other communication given under the Terms and Conditions must be in writing and served either either electronically (by email from LeanCall to you, or via the appropriate online form if from you to LeanCall) or hand delivered to the recipient, or sent by first class recorded delivery post within the United Kingdom or by registered airmail post outside the United Kingdom correctly addressed to the relevant party at its registered office.
ii. Any notice served under the previous sub-clause is deemed to have been respectively served either the next business day if sent electronically, if hand delivered at the time of delivery, if sent by post within forty-eight (48) hours of posting, exclusive of the hours of Sunday, and public holiday, if posted to an address within the country of posting and seven days of posting if posted to an address outside the country of posting.
iii. Entire Agreement
1. This document together with the pages of the website specifically referred to make up the entire Terms and Conditions between the parties and supersedes all other agreements or arrangements, whether written or oral, express or implied (except in the case of fraud).
2. Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in the Agreement (and except for fraudulent representations) and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
3. From time to time the Terms and Conditions may be amended by LeanCall. You will be given notified if the Terms and Conditions are to change and your continued use of the Services after the change is implemented will indicate your agreement to the new terms.
iv. Force Majeure
1. Force Majeure means without limitation, any of the following which in each case is beyond the control of the parties:
2. act of God; war, insurrection, riot, civil disturbance, acts of terrorism; fire, explosion, flood, fog, bad weather; theft, malicious damage, strike, lock-out, third party injunction; national defence requirements, acts or regulations of national or local governments; interruption to Telecom Equipment not owned or operated by LeanCall; inability to obtain essential fuel, power, raw materials, labour, containers or transportation, network failures accident, malfunction of machinery or apparatus, denial of export or import licences and any other cause beyond the control of the parties.
3. Neither party is to be liable to the other for failure to perform any obligation under the Terms and Conditions if and so long as the failure is caused by Force Majeure, the effects of which could not have been reasonably anticipated or prevented by that party.
4. Force Majeure is not to affect the obligations of either party to pay to the other any amounts then due under this Agreement.
5. A party becoming aware of any Force Majeure must promptly notify the other party in writing of the relevant facts and any likely delay or other effect and both parties will use all reasonable endeavours to overcome such limitations.
6. If Force Majeure continues for thirty (30) days and either party is unfairly prejudiced as a result, that party may by written notice terminate under the Terms and Conditions with immediate effect without liability to the other party for such termination.
The Terms and Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
vi. The Contract (Rights of Third Parties) Act 1999
A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.