Terms

Our Terms and Conditions of Service.

AS A CUSTOMER OF CALL.GROUP AND BY USING THE CALL.GROUP SERVICE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS

1. In these Terms and Conditions the following words will have the following meanings:

1.1. “Call Charges” means the price charged to each Participant by the Participants’ own network operator.

1.2. “Content” means the content transmitted, displayed, streamed or uploaded by you or Participant when using the Services including but not limited to photographs, graphics, text, illustrations, designs, icons, articles, audio clips, and video clips.

1.3. “Call.Group” (also referred to as “We” and “Us” in these Terms and Conditions) is a trading name of WHYPAY? Ltd (and references to Call.Group are to the legal entity WHYPAY? Ltd) whose place of business is:

Registered Office:
Carpenter Court,
Maple Road,
Bramhall, Cheshire
SK7 2DH

1.4. “Call.Group Network” means the network operated by WHYPAY? Ltd.

1.5. “Call.Group Paid Plans” (also referred to as the “Paid Plans”) means a Contract for the paid recurring subscription services provided by Call.Group and as described on the Call.Group Website from time to time.

1.6. “Call.Group PIN CODE” (also referred to as “Call.Group PIN” and “PIN”) means the Personal Identification Number allocated to the Customer for access to the Call.Group Service and is formed of four (4) or five (5) digits.

1.7. “Call.Group Room” (also referred to as “Room”) means the conference or presentation room used by the Customer and Particpants and is an eight (8) digit unique identifier.

1.8. “Call.Group Service” (also referred to as the “Service” or “Services”) means the paid web, video and telephone conferencing services which enable the Customer and/or other Participants to engage in simultaneous conferences involving two or more linked devices through web or telephone connections.

1.9. “Contract” means each contract entered into between Call.Group and the Customer in respect of the Call.Group Services to be provided to the Customer, subject to these Terms and Conditions and any applicable terms on the Call.Group website.

1.10 “Contract Period” means the minimum period of each Contract, corresponding with the billing cycle for that Contract (monthly or annually).

1.11. “Customer” (also referred to as “You” in these Terms and Conditions) means any individual or legal person to whom Call.Group provides paid for Call.Group Services in accordance with these Terms and Conditions.

1.12. “Encryption” means the method by which video calls are encoded when relayed between Participants.

1.13. “Host” means the person hosting the conference or presentation during the course of the Services.

1.14. “Force Majeure” means any circumstances beyond the control of Call.Group or the Customer (including, without limitation, any external network failure, technical limitation, power failure, change in regulations, strike or other industrial action, flood, fire, riot, embargo, act of god, war, catastrophe or natural disaster).

1.15. “Guest” means the person or persons joining a conference or presentation room during the course of the Services that is not a Host.

1.16 “OFCOM” means the Office of Communications or equivalent statutory body appointed to oversee the telecommunications industry.

1.17. “Participant” means any person (i.e. Host or Guest) participating in a Call.Group conference or presentation using the Customer’s account.

1.18 “Privacy Policy” means Call.Group privacy policy at Privacy Policy

1.19.” Territory” means the United Kingdom.

2. Obligations of WHYPAY? for the provision of the Call.Group Service:

2.1. Call.Group is the provider of the Call.Group Service and shall act with reasonable skill and care to provide the Service.

2.2. Call.Group shall use all reasonable endeavours to ensure that (i) the Call.Group Service allows multiple web, video and audio Participants to connect simultaneously over the Network using webRTC compatible browsers; IoS and Android Mobile Apps or telephone dial-in (ii) the availability of the Call.Group Service is as described on the website at Call.Group (subject to clause 2.3) .

2.3. The Call.Group Service is subject to capacity availability of Call.Group and its third party network suppliers and Call.Group does not guarantee that the number of connections or bandwidth required by Customers will always be available at any given time.

2.4. We shall use all reasonable endeavours to make the Call.Group Service available 24 hours a day and 7 days per week, EXCEPT:

2.4.1. In the event of planned maintenance;

2.4.2. In the event of emergency maintenance;

2.4.3. In the event of Force Majeure.

2.5. We shall maintain reasonable technical due diligence and security and take all reasonable steps to ensure that we prevent un-authorised disclosure or access to Content in accordance with our Privacy Policy.

2.6 The provisions of the Schedule to these Terms and Conditions set out various obligations that we accept pursuant to relevant data protection legislation and shall apply (as between us and the Customer) in respect of personal data that we process on behalf of the Customer in the course of delivering the Services. You agree to the provisions of the said Schedule.

2.7 We shall provide reasonable support to the Customer with regard to the use of the Service which may be via web chat, email or telephone.

2.8 We shall continue to enhance our services and provide updates on our website at Call.Group from time to time.

2.8 We shall not be responsible for the quality of any web Participant’s audio or video quality and each Participant should satisfy themselves that their device and internet connectivity is compatible with the Service and Call.Group’s supported devices/browsers/operating systems/etc. which can be found on our website.

2.9 Call.Group does not provide conference hardware or device support.

3. Charges for the Service

3.1. The Customer shall pay to Call.Group all Charges in accordance with the terms of the Contract. For the avoidance of doubt nothing in the Contract shall prevent Call.Group from claiming from the Customer any Charges which were not billed at the time of usage within three months of the time of the unbilled services and there shall be no time restriction on Call.Group claiming these Charges.

3.2. If Call.Group has not received payment for Call.Group services within 30 days after the due date then:

3.2.1. We may disable the Customer’s password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

3.2.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

3.3. For the avoidance of doubt, we do not charge Participants (other than the Customer) for the use of the Call.Group Service.

3.4. For any Paid Services, charges may be issued to the Customer on a one-off or recurring basis. All charges will be itemised on invoices sent to the customer.

3.5. Customers who subscribe to Call.Group Paid Plans will be charged in advance for the appropriate plans, at the rate agreed at or prior to the date of Service commencement and subject to any changes made under the Contract.

3.6. Call.Group Paid Plans will automatically renew at the end of each Contract Period (monthly, annually or other period agreed between the parties in writing) unless terminated by the Customer or Call.Group in accordance with these Terms and Conditions.

3.7 Each Contract shall commence when Call.Group accepts an order from a Customer to provide the Services or other agreed date. When Call.Group commences the Services to a Customer, it shall be deemed to have accepted an order to provide the Services. The minimum Contract Period for monthly Paid Plans (Contracts where the Customer pays monthly) is one month, and for annual Paid Plans (Contracts where the Customer pays annually), the minimum Contract Period is one year. Each Contract shall renew automatically at the end of each Contract Period (for successive Contract Periods of the same duration) unless and until terminated in accordance with these Terms and Conditions. For monthly Paid Plans, invoices and charges will be issued on the day of the month that the Service commenced and on or around that day for each month thereafter until cancellation or termination of the Customer’s account. For annual Paid Plans, subsequent recurring invoices and charges will be issued on or around the anniversary of the day of the month in which the plan commenced.

3.8. Customers may upgrade their Call.Group Paid Plan to a higher rate plan or apply an Add-on to their existing Call.Group Paid Plan at any time during the Contract and will be charged accordingly from the date of the upgrade/Add-on. Call.Group will charge a pro-rated fee if the upgrade/Add-on is carried out mid-term during a Contract Period. Call.Group Paid Plans may also be downgraded to a lower rate plan or have Add-ons removed at any time to take effect at the end of the current Contract Period. Customers who give notice to downgrade to a lower rate Paid Plan or remove an Add-on prior to the expiry of a Contract Period will lose access to the corresponding Services at the end of that Contract Period and will have access to and be liable to pay for the corresponding Services until the end of that Contract Period.

3.9. If a Customer wishes to terminate the Contract, the Customer may do so in accordance with clause 6.2. For the avoidance of doubt, if a Customer gives notice to cancel or terminate any Services (and corresponding Contract) before the relevant Contract Period has ended, the Customer will continue to have access to those Paid Services until the end of that Contract Period and shall be obliged to pay for such Paid Services.

3.10. If a Customer with a Call.Group Paid Plan/Add-on chooses to delete their account before the end of the Contract Period, no refunds will be issued in respect of the unexpired part of the relevant Contract Period.

3.11. The descriptions, associated charges and the nature of any charges for the features and facilities of the Call.Group Services are advertised on the Call.Group website from time to time, and these will apply to the Services to the extent not already

3.12. For the avoidance of doubt, Participants who join a Customer’s Call.Group Paid Plan conference or presentation room will not be charged by Call.Group for the use of the Call.Group Service.

3.13. Each telephone Participant will pay the Call Charges on the telephone bill issued by their telephone network operator at the prevailing Call Charge rate for calls to the dial-in number. 03 calls are Ofcom regulated and included in bundled minutes (if available) and charged at Standard Geographic Rates (the same as calls to numbers beginning 01 or 02) for calls made out of bundle. This applies for all UK mobile and landline networks.

3.14. Participants should check with their telephone network operator to confirm the Call Charge rate for the dial-in number applicable to the Service.

3.15. We do not charge any cancellation or booking fees for the use of the Call.Group Service, save as expressly set out in the Contract.

3.16. All Charges due from the Customer to Call.Group shall be calculated by reference to data logged or recorded by Call.Group and not by reference to data logged or recorded by the Customer.

3.17. We shall provide Call.Group invoices to the Customer identifying the fees payable. Notwithstanding anything else in these Terms and Conditions, this amount must be paid by the Customer to us in accordance with the invoice either via monthly Direct Debit or recurring monthly card transactions unless otherwise agreed in writing. Payments will be shown as being taken by WHYPAY? Ltd. on any payment instructions

3.18. The Customer agrees to Call.Group’s initial and continuing credit approval procedures and policies. Call.Group may withhold implementation of the Services pending a credit review and subject to conditions specified by Call.Group, including security for payments (cash deposit, guarantee or other means).

3.19. Call.Group shall have the right at any time to increase or otherwise vary the Charges on giving to the Customer at least 30 days’ prior written notice (such price change not to take effect before the end of the Contract Period in which the notice was given). If a Customer does not agree to such variation, it may terminate the Contract prior to the price change taking effect by written notice exercised under clause 6.2.2 (in the case of a monthly Contract) and under clause 6.2.1 (in the case of an annual Contract). If no such notice is given by the Customer, the Contract (monthly or annual) shall renew on the same terms save that the price change shall be deemed to be agreed by the Customer.

3.20. All amounts due under the Contract will be paid by the Customer to Call.Group in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4. Customer Obligations

4.1. You warrant and undertake that your use of the Call.Group Service will comply with these Terms and Conditions and with any applicable legislative and regulatory provisions. You are solely responsible for the use and activities by all Participants who use Services through your account, including laws related to recording, intellectual property, privacy and export control and you agree to ensure that any such Participant will comply with the terms of the Contract and any of our policies.

4.2. You acknowledge and agree to be bound by the terms of our privacy policy, a copy of which can be obtained from the Call.Group Website.

4.3. It is the Customer’s responsibility to visit the Call.Group Website regularly to check for any notices which may have been posted.

4.4. In the case of any Customer who is an individual about whom we process personal data (as defined by the General Data Protection Regulation (GDPR)), we may use such personal data in accordance with our Privacy Policy which is available from the Call.Group Website.

4.5. You will not (and shall procure that Participants do not) use Call.Group Services for any illegal purpose and shall indemnify and keep so indemnified Call.Group in respect of any liability howsoever incurred as a result of any unlawful or illegal usage of the Call.Group Service supplied to you.

4.6. You are responsible for the security and proper use of your Call.Group Conference and Presentation Rooms once you have received them.

4.7. You may distribute the Call.Group URL, Room number and PIN to other Participants for the purpose of them participating in the Call.Group Service.

4.8. You must not (and shall procure that Participants do not) resell, transfer, assign or sublet any Call.Group Service to a third party irrespective of whether you obtain any benefit in return. You shall indemnify Call.Group and shall hold Call.Group harmless against any and all claims by third parties arising directly or indirectly from the reselling, transfer, assignment, subletting or use of the Call.Group Service provided to you.

4.9. You must not do any act nor omit to do any act or allow anyone else to do any act or omit to do any act in contravention of any of provisions of the Communications Act 2003 or any other similar rules relating to usage of communications systems laid down by OFCOM.

4.10. You must not use the Call.Group Service or allow any other person to use the Call.Group Service to:

4.10.1. Commit or encourage a criminal offence;

4.10.2. Send or receive any material which is or may be construed as offensive, abusive, indecent, obscene, menacing, in breach of confidence, copyright, privacy or any other rights;

4.10.3. Do anything which is contrary to the acceptable use policies of any connected networks and internet standards;

4.10.4. Deliberately knowingly or recklessly transmit or distribute a virus;

4.10.5. Hack into or disrupt any aspect of the Call.Group Service;

4.10.6. Cause annoyance to any other users of the Call.Group Service;

4.10.7. Infringe the intellectual property rights of any other person whether in statute or common law, whether registered or not.

4.11. You must act fairly and responsibly in your use of the Call.Group Service, and in particular you must avoid any excessive, unnecessary, wasteful, frivolous or otherwise unreasonable use of the Call.Group Service as determined by Call.Group at our sole discretion.

4.12. If you breach any of the conditions in this clause 4 we reserve the right to suspend and/or terminate the Contract and Call.Group Service immediately without compensation, in addition to any other rights reserved to us in these Terms and Conditions.

4.13. We reserve the right to amend, correct or make changes to these Terms and Conditions from time to time. Any such amendments, corrections or changes will be posted on the Call.Group website from time to time.

4.14. Call.Group reserves the right to contact you by SMS for operational and promotional/marketing purposes. You can opt out of these messages by contacting us at our address or telephone numbers published on the Call.Group website and in accordance with our Privacy Policy.

4.15. When you create an account or schedule a conference call using the Call.Group website, you must provide a current valid email address. This email address will be used by us to communicate service messages, and promotional/marketing messages, subject to the terms of our Privacy Policy. You can opt out of these messages by contacting us at our address or telephone numbers published on the Call.Group website and in accordance with our Privacy Policy.

4.16. Call.Group also collects email addresses from Participants and reserves the right to send singular service announcements such as the date/time of a conference or presentation that they have been invited to.

5. Variation of the Contract and Notices

5.1. No Contract may be varied except in writing or as otherwise expressly set out in these Terms and Conditions.

5.2 Any notice by Customer under each Contract must be delivered or sent by email or post as follows:

a. To us at

Registered Office:
Carpenter Court,
Maple Road,
Bramhall, Cheshire
SK7 2DH.

b. To us via email to info [at] call [dot] group.

5.2 We shall be entitled to deliver notices (to the Customer) by email to the email address, or by post to the postal address, provided to us by Customer and set out on the Customer’s Account

5.3 If you send us a notice by post, you shall also send us a copy of the notice (on the day of despatch of letter) by email to the email address at clause 5.2 b.

6. Suspension and termination of Contract and Service

6.1. At our sole discretion, we reserve the right to suspend or disconnect Services indefinitely, or terminate the Contract for the supply of the Call.Group Service at any time and without prior notice. Where we terminate prior to the expiry of a Contract Period (other than where we terminate under clause 6.3, clause 6.4 or by reason of Force Majeure under clause 7.4 in which case no refunds will be given other than in our discretion), the Customer shall receive a pro rata refund in respect of Services to be provided to the end of that Contract Period (and that have been paid for in advance by the Customer).

6.2 The Customer may terminate the Contract at the end of the relevant Contract Period as follows:

6.2.1 For annual Paid Plans, the Customer must give at least 30 days’ notice of termination to expire no later than and not before the end of the relevant Contract Period (save where it has received a notice from Call.Group of price increase in the last 30 days of the relevant Contract Period in which case the Customer may terminate by a shorter written notice no later than the end of the relevant Contract Period).

6.2.2 For monthly Paid Plans, the Customer must give at least 7 days’ notice of termination to expire no later than and not before the end of the relevant Contract Period.

6.3 We may terminate the Contract with immediate effect by giving written notice to the Customer if (a) the Customer fails to pay any amount due under the Contract on the due date for payment, or (b) the Customer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so.

6.4. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to the Customer if:

6.4.1 the Customer goes into liquidation or a winding up petition is presented in respect of it (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation; or

6.4.2 an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by such party, its directors or a qualifying floating charge holder; or

6.4.3 a receiver or administrative receiver is appointed over the whole or any part of the assets of such company or it proposes to enter or makes any arrangement or composition with its creditors or makes an application to a court for the protection of its creditors in any way, is otherwise unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) is the subject of any similar event in any jurisdiction; or

6.4.4 the Customer is the subject of any similar event in any jurisdiction; or

6.4.5 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7. Limitation of liability

7.1. Call.Group undertakes to supply the Call.Group Service to the Customer with reasonable care and skill, but does not warrant or undertake that the Call.Group Service will operate without fault or interruption. You should only make use of the Call.Group Service if you accept that there is a risk of interruption or loss of connection.

7.2. Call.Group cannot guarantee the quality of products or services provided by third parties which affect the quality of the Call.Group Service. However, we will use reasonable endeavours to resolve any issues arising from third party products or services that adversely affect the quality of the Call.Group Service.

7.3. Call.Group shall use all reasonable endeavours to correct as soon as is reasonably practicable any fault notified by you.

7.4. Call.Group shall have no liability to you for any failure, fault or delay in the provision of the Call.Group Service caused by circumstances beyond our control including without limitation any failure on the part of suppliers or external networks, change in law or regulation or Force Majeure (as defined above). Where we are unable to perform the Services due to Force Majeure for a continuous period of 7 days or more, we shall be entitled to terminate the Contract forthwith by written notice.

7.5. Save as required, and to the extent permitted, by law, we will not be liable to you or any Participant for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) by reason of any breach or non-performance of our obligations under any Contract and we shall have no liability to pay any money to you by way of compensation.

7.6 Subject to clause 7.9, our aggregate liability to you in connection with each Contract (whether for breach of contract, tort (including negligence), breach of statute or otherwise) shall not exceed the higher of £2000 or the charges paid by you in respect of the Services under the relevant Contract.

7.7. You are solely responsible for ensuring compliance with all relevant regulations and legislation relating to the use of Call.Group Services including without limitation the Communications Act 2003, any rules laid down by Ofcom including any relevant codes of practice and statements of application. You will indemnify us and hold us harmless against any liability we suffer as a result of any act or omission by you in breach of this clause 7.6.

7.8. In no event shall we or our network service suppliers be liable for any damages, including but not limited to loss of data, loss of revenue or profits or other economic loss (whether direct or indirect), or for any special, incidental, indirect or consequential damages, arising out of or in connection with the use of or inability to use the Call.Group Service provided hereunder.

7.9 Nothing in these Terms and Conditions shall exclude any liability for personal injury or death caused by negligence or for fraud.

8. Content

8.1 You are responsible for any Content uploaded, recorded, sent, transmitted, displayed or streamed by you or any Participant and for ensuring that all Content is used in compliance with all laws and regulations applicable to the Content, including, but not limited to, any laws and regulations requiring you to obtain the consent of a third party to use the Content. You undertake, represent and warrant that you have the right to upload the Content to Call.Group and to record, transmit, stream and display the Content through the use of the Services and that any such use of the Content does not violate or infringe any rights of any third party. Under no circumstances will Call.Group be liable in any way to you, any Participant or any third party for or in respect of any:

8.1.1 Content that is uploaded, transmitted, recorded or viewed while using the Services;

8.1.2 copying, resale, distribution, publication, dissemination, syndication or other use or dealing in any Content that is created, adapted, derived from or copied using the Services;

8.1.3 Errors or omissions in the Content, or

8.1.4 Any loss, liability, claim or damage of any kind incurred by Customer, any Participant or any other person as a result of the use of, access to, or denial of access to Content or any of the actions or events set out in clauses 8.1.1, 8.1.2 or 8.1.3.

8.2 Call.Group may delete any Content, at any time without notice to you, if Call.Group becomes aware that the Content violates any provision of the Contract, or any law or regulation. Nothing in the Contract shall operate to transfer any existing copyright in any Content and you shall retain copyright and any other rights you already hold in Content which you submit, post, stream or display on or through, the Call.Group Service.

8.3 Call.Group shall provide reasonable technical and physical measures to prevent unauthorised disclosure of or access to content in accordance with our Privacy Policy

8.4 Call.Group will not access, view or process Content except:

8.4.1 as provided for in the Contract (including under clause 8.6) and in our Privacy Policy;

8.4.2 as authorized or instructed by you;

8.4.3 as required to perform our obligations under the Contract; or

8.4.4 as required by any law or regulation.

8.5 Call.Group has no other obligations with regard to Content.

8.6 We reserve the right to record calls and conferences made through our Services and to use such recordings and the Content in such recordings only to the extent required to deliver the contracted Services or as required by law or regulation.

9. Recordings

9.1 By using Call.Group you are responsible for ensuring compliance by you and all Participants with all laws and regulations applicable to the conduct of conferences and presentations and ensuring that any of the foregoing activities do not infringe the rights of any third party. The Call.Group Customer or host can choose to record Call.Group conferences and presentations where the facility is available on their account. By using Call.Group, you agree to store recordings for any or all Call.Group meetings or presentations that you join, if such recordings are stored in our systems and to procure any consents that are required by laws, regulations or third party rights to enable us to record and store such recordings. You will receive a notification (audio, visual or otherwise) when the recording facility is enabled by the Host. If you or any Participant do not consent to being recorded, you or any Participant can choose to leave the Conference or Presentation.

9.2 You are responsible for the use (including but not limited to recording, publication, distribution, adaptation and copying) of recordings and related Content in your conferences and presentations, and ensuring that such use complies with all applicable laws and regulations and does not infringe the rights of any third party. Call.Group shall not be held liable for violation or infringement of any applicable laws and regulations or the rights of any third party and you indemnify us and keep us indemnified in respect of all claims and demands from third parties that third party rights have been infringed. Under no circumstances will Call.Group be liable in any way for mis-use of recordings and their Content.

10. Encryption

10.1 Encryption is important in ensuring that your conference or presentation is as secure as possible. Call.Group features, as standard, hop-by-hop encryption to protect your video conference or presentation. Your video is encrypted from you to our servers. Our server decrypts the video call, then re-encrypts it before delivering it to your video participants. You are solely responsible for any further distribution of the content or streaming of a conference outside of Call.Group or situation where encryption may no longer apply

10.2 In addition to our standard method of encryption, Call.Group offers enhanced encryption options to further protect sensitive video conferences or presentations as an option on our highest level plan. Further details on how this can help you and your Participants and how to add it to your account can be provided by contacting us.

11. General

11.1. Unless otherwise expressly stated in these Terms and Conditions, all notices under the Contract shall be given in accordance with clause 5.

11.2. If any part of these Terms and Conditions is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these conditions will not be affected.

11.3. Except for our affiliates, directors, employees, or representatives and except as provided in the Contract, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

11.4. The Contract and all rights under it may be assigned or transferred by Call.Group to any third party.

11.5. The Contract shall be governed by and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction to resolve any disputes between us.

11.6. These Terms and Conditions, together with our delivery details, contact details and privacy policy, set out the whole of the Contract relating to the supply of Call.Group Services to you by us. Nothing said by any other person on our behalf should be understood as a variation of these Terms and Conditions or as an authorised representation about the nature or quality of any Call.Group Service offered by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

11.7. Any notice required or authorised to be given may be delivered to us by post at our registered office and to you by post to the last known address which we hold and shall be deemed to have been served 72 hours after posting.

11.8. In the event of a dispute between the parties concerning your Contract each of the parties shall bring the dispute at the earliest opportunity to the attention of a director or similar officer, and the respective officers shall meet or attend a call to attempt to resolve the dispute.

Schedule to Terms and Conditions : Data Protection Agreement

1.1 For the purpose of this Schedule the following definitions shall apply (in addition to the definitions in clause 1 of the Terms and Conditions):

Applicable Law means any applicable law or regulation of the European Union or the United Kingdom, and includes Data Protection Legislation;

Customer Personal Data: means any personal data provided by or on behalf of the Customer (including within the Content) that is processed by Call.Group on behalf of the Customer in the provision of the Services;

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI2003/2426) as amended, any other European Union or United Kingdom legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

The terms processor, controller, personal data, personal data breach, supervisory authority and data protection impact assessment shall have the meaning set out in Data Protection Legislation.

1.2 To the extent that Call.Group processes Customer Data as a data processor on behalf of the Customer, the following provisions shall apply:

1.2.1 The scope, nature and purpose of processing by Call.Group of Customer Personal Data is set out in the Appendix to this Schedule. The duration of the processing shall be for the term of the Contract. The types and categories of personal data are set out in in the Appendix to this Schedule.

1.2.2 Call.Group shall process the Customer Personal Data only in accordance with the Customer’s written instructions unless Call.Group is required by any Applicable Law to otherwise process that personal data. Where Call.Group is relying on such laws as the basis for processing such personal data, Call.Group shall promptly notify the Customer of this before performing the processing required by such Applicable Law unless those laws prohibit Call.Group from so notifying the Customer. It is agreed that the Customer instructs Call.Group to process Customer Personal Data for the purposes of carrying out the Services;

1.2.3 Call.Group shall not transfer Customer Personal Data outside the European Economic Area except in accordance with Data Protection Legislation and our Privacy Policy;

1.2.4 Call.Group shall restrict access to Customer Personal Data to authorised users and shall ensure that all staff and personnel who process Customer Personal Data have agreed to keep such personal data confidential (whether by means of appropriate terms in agreements or policies of employment or otherwise);

1.2.5 Call.Group shall only appoint sub-processors with the prior written consent of the Customer (which consent may be evidenced in the order for Services) and shall procure that any sub-processor is engaged pursuant to a written agreement which contains the same data protection obligations of processors in respect of personal data as are set out in this Schedule and that otherwise complies with Data Protection Legislation. Call.Group shall be entitled to appoint (without consent) third parties as general suppliers of technology and services provided that such third parties do not carry out specific processing activities on behalf of the Customer);

1.2.6 Call.Group shall ensure that it has appropriate technical and organisational measures to ensure the security of the Customer Personal Data, including to protect such data against unauthorised or unlawful processing and accidental loss, destruction, or damage, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it) and taking into account the matters set out in Article 32 of GDPR and Data Protection Legislation;

1.2.7 Call.Group shall, taking into account the nature of the processing Call.Group carries out as a processor of Customer Personal Data assist the Customer by appropriate technical and organisational measures, insofar as this possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject rights laid down in Chapter III of GDPR and the Data Protection Legislation;

1.2.8 Call.Group shall provide reasonable assistance to the Customer to enable the Customer to comply with the Customer’s obligations under Data Protection Legislation (in so far as these relate to the Customer Personal Data) to process Customer Personal Data securely, to respond to a personal data breach relating to Customer Personal Data (including the making of notifications to supervisory authorities or individuals), to undertake data protection impact assessments and to engage in any mandatory consultation with a supervisory authority that relate directly to the Customer Personal Data, taking into account the nature of the processing that Call.Group carries out and the information available to Call.Group;

1.2.9 Call.Group shall, at the election of the Customer, return or destroy all Customer Personal Data held or processed by or on behalf of the Customer upon termination of the Contract, including each copy of such data unless retention of a copy is required by any Applicable Law;

1.2.10 Call.Group shall maintain a record of all categories of processing activities carried out on behalf of the Customer, including a general description of the technical and organisational security measures implemented by the processor to safeguard the Customer Personal Data and other records required by Data Protection Legislation;

1.2.11 Call.Group shall inform the Customer immediately if in the opinion of Call.Group any instruction of the Customer infringes the GDPR or any other relevant Data Protection Legislation;

1.2.12 Call.Group shall make available to the Customer any information necessary to demonstrate compliance with Data Protection Legislation and allow and contribute to reasonable audits and inspections carried out by the Customer (or a person mandated by the Customer);

1.2.13 Call.Group shall inform the Customer without undue delay of the occurrence of a personal data breach relating to the Customer Personal Data.

1.3 The Customer warrants and undertakes that it will comply with all applicable requirements of the Data Protection Legislation in relation to the Customer Personal Data, and in the course of its use of the Services and performance of any Contract. Without prejudice to the generality of the foregoing, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier for the duration and purposes of the Contract. Where the consents of data subjects contained in Customer Personal Data are needed in order for Call.Group to carry out the Services and/or for the Customer to utilise the Services, the Customer warrants that necessary and appropriate consents have been obtained.

1.4 The Customer shall indemnify and hold harmless Call.Group in respect of any and all claims, costs, losses, liabilities and damage threatened or suffered as a result of a breach by Customer of paragraph 1.3.

1.5 In the event of any conflict between the terms of this Schedule and any other provision of the Terms and Conditions or the terms of any other document, the terms of this Schedule shall prevail.

1.6 Call.Group may propose by notice to the Customer variations to the Contract which Call.Group reasonably considers to be necessary to address the requirements or changes of any Data Protection Legislation. If Call.Group gives such notice the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Call.Group’s notice as soon as is reasonably practicable.

ANNEX A

DATA PROCESSING

1 Subject matter of Processing - The Customer Personal Data to be processed by Call.Group concerns the Services and will be processed in order to provide the Services.

2 Duration of the Processing - The Customer Personal Data to be processed shall be processed for the duration of the Contract and Services.

3 Nature and purposes of the Processing - The processing of Customer Personal Data will include retrieval, access, transmission, recording and storage to be processed under the direction of the Customer in order to the Services supplied under the Contract.

4 Categories of Personal Data –

The Customer shall only supply to Call.Group the following types of Personal Data:

(a) Account Data (Names, addresses, Email Addresses, account settings, phone numbers)

(b) Set Up Data ( conference numbers/URLs, dial-in numbers, PINs)

(d) Content (conference call content, including voice, video, electronic communications, screen data) transmitted during the Services:

(e ) Content (conference call content, including voice, video, electronic communications, screen data) recorded during the Services

(f) Support data (Names, Email Addresses, account settings, phone numbers).

5 Special Categories of Data Subjects – It is not anticipated or planned that special categories of personal data shall be processed.