1. Customer Obligations, Usage and Our Limitations of Liability
1.1 These terms and conditions (“Conditions”) shall govern the agreement between The Primo Partnership (“us” or “we”) and the individual or organisation applying for the provision of the Goods or Services (“you”).1.2 The Primo Partnership office and correspondence address is 83 Ducie Street, Manchester, M1 2JQ.
1.3 You can contact us by email on firstname.lastname@example.org or by telephone on 0161 710 2740.
1.4 We explain in the headings what each clause covers. These headings are for general guidance only and are not intended to be legally binding. Please seek independent legal advice if you require further clarification.
1.5 The Primo Partnership includes Primo, Jazarri, its affiliates, agents and partners and may be commonly referred to as “Primo”, “We”, “Us”, or “Our”.
1.6 Customers including their agents, employees and authorised representatives shall be commonly referred to as the “Customer” or “Subscriber”, whether in singular or plural, and gender neutral, but may also be addressed as “You”, and “Yours”.
1.7 These Conditions take precedence over the Website content and material.
1.8 The following have particular meanings in these Conditions:
“Agreement” means the General Terms and the Specific Terms applicable to the Services which you have chosen together with any other documents referred to herein.
“Cancellation Period” means the minimum period in which You may terminate the contract without incurring obligations and/or associated charges as set out under the terms of this agreement.
“Data” includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form.
“Goods” means the goods described on the Website and which we agree to sell to you.
“Internet” means the global data network comprising interconnected networks to which we are connected and provide access to you via the Services.
“Minimum Period” means the charges and fees levied by The Primo Partnership to You for the supply of Services for an initial period of time starting from the Start Date for the relevant Service. These charges apply regardless of whether you terminate the Agreement prior to the expiration of that period and will continue to accrue and become due by You for the remainder of that Period.
“Personal Data” means Data about any identified or identifiable living person as defined by the Data Protection Act.
“Regulations” includes, but is not limited to the Consumer Protection (Distance Selling) Regulations 2000.
“Services” means the services described on the Website (including access to the Website) and which we agree to provide to You.
“Start Date” means when either (i) We have sent you confirmation by email We have activated the Service(s), or (ii) when You first start to use the Service(s), whichever is the sooner.
“Website” means our internet presence at www.primo.com and any other locations we advertise from time to time, whether or not you have been aware of the same.
2. Changes to these conditions:
2.1 With prior notice duly communicated via our website, we reserve the right to alter these Conditions at any time hereafter, at our absolute discretion.
2.2 The renewal of an any future Services will be subject to our Conditions applicable as at the date of renewal.
3. Your right to cancel:
3.1 This Agreement, may not commence until We have completed a number of checks including, but not limited to, geographical coverage, credit checks, adequacy of telephone line(s), internet connection(s), and an activation check. If, following our checks, We are satisfied, that we are able to provide the Service, then the Agreement will commence on the Start Date. Nevertheless, our obligations will be subject to clause 5. However, your obligations to us regarding any Goods will start the day you receive those Goods pursuant to clause 6.
3.2 For the purposes of any Regulations:
3.2.1 The supplier shall be The Primo Partnership.
3.2.2 The supplier’s address for service shall be the correspondence address as set out in clause 1.2.
3.2.3 Whilst every effort is made to ensure prices are correct at the point at which the consumer places an order, our prices are updated periodically and cannot be guaranteed for any period of time
3.2.4 Any expression of dissatisfaction, whether or not substantiated, must be sent in writing to the supplier’s correspondence address stated.
3.3 A customer will, subject to any exceptions or exclusions set out in the Regulations, be entitled to cancel this Agreement by serving a written notice of cancellation on us at any time during the following Cancellation Periods:
3.3.1 In the case of Goods, within 7 (seven) working days following the date of receipt of goods.
3.3.2 In the case of Services, within 7 (seven) working days of entering in a contract with us.
3.4 In the event of cancellation by the customer, Goods should be returned to the supplier’s correspondence address. The customer will be liable for the costs of returning such Goods or the costs of the supplier in recovering such Goods unless the customer has a right to reject the Goods under a term of these Conditions or under statutory right (including any right under the Unfair Terms in Consumer Contract Regulations [UTCCR]).
3.5 The customer will not be entitled to cancel this contract for the supply of Services once the performance of the Services has begun.
3.6 Please note that we may commence certain Services, such as provision telephone numbers or setting up dedicated hosted servers, within 24 hours after you place your order.
4.1 You are required to:
4.1.1 Securely store your username and password, though we may reset these at your request, or in the event of a security breach.
4.1.2 If requested, confirm your username and password (to identify yourself) when giving instructions (and we are authorised to comply with instructions containing your username and password).
4.1.3 Take all reasonable steps in respect of matters in your control to minimize any risk of security breaches in connection with the Services.
4.1.4 Promptly notify us (24 hours) of any unauthorised access to your account you believe may affect the overall security of our systems.
5.1 We will exercise due care and diligence in execution of our duties under the terms of this Agreement.
5.2 However, we do not guarantee:
5.2.1 That the Services you have subscribed to will be uninterrupted, secure or error-free; or
5.2.2 That any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.
5.3 We do not provide a back-up of your Data, or guarantee the integrity of your Data; however, we will use our reasonable endeavours to provide copies of Data for disaster recovery purposes only.
5.4 We may have to suspend the Services for routine or scheduled repairs, maintenance or improvement without prior notice. If so, we will restore them as quickly as is reasonably practicable.
5.5 Specific Conditions on the Provision of Telephony Services and Emergency Calls – By purchasing our Telephony Services (VoIP) you confirm that you understand that our services:
5.5.1 May not offer all the features you may expect from a conventional land telephone phone line.
5.5.2 May, at times be unavailable due to circumstances beyond our control a result of things over which we have no control, for example, the weather, power disruptions and failures of your internet service provider (ISP) or broadband connection and you understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable.
5.5.3 The use of a third-party router and broadband service when used in conjunction with The Primo Partnership VoIP Goods and Services may impact the connectivity, quality, reliability, robustness and stability of service that is ordinarily available and expected of your Service package. Since The Primo Partnership is unable to assist with third party broadband services, we always recommend customers subscribe to our broadband package. This ensures maximum throughput and minimal downtime.
5.5.4 Connectivity to the public emergency services is subject to 5.5.2 above and, the phone number and location details will be provided only to the extent that is technically feasible. As a result, you may have to provide your location information and phone number verbally to the operator.
5.5.5 Note, where you use The Primo Partnership VoIP service outside of mainland England, Wales, Scotland and Northern Ireland, you may not be connected to the domestic emergency services upon dialling the appropriate emergency number.
5.5.6 For each VoIP extension or trunk that you utilise, you must register with Us the physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to The Primo Partnership Services. It is your responsibility to maintain the accuracy of your location address via email to email@example.com if there are any changes. If you do not update us with changes, it may or may not be possible for the emergency operators and authorities to identify your location and phone number when you dial 999/112. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as the emergency operators and authorities may not readily have access to this information.
5.5.7 The emergency operators and authorities may or may not be able to identify your phone number to call You back, if the call is unable to be completed, is dropped, is otherwise disconnected, or if You are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. The emergency operators and authorities may also not be able to hold your line open if You hang up.
5.5.8 You agree to inform potential users of the Services of the above limitations, and You understand and accept you should always have an alternative means of accessing 999/112 emergency services.
5.5.9 Should The Primo Partnership suspend or terminate the Service, then You may NOT be able to dial 999 or 112 calls. In the event that you do not have any remaining credit on your Primo Partnership account, however, you will still be able to make 999 and 112 calls.
6. Sale of Goods
6.1 Delivery Dates & Payment.
6.1.1 Delivery and installation dates are estimated only and cannot be guaranteed.
6.1.2 Payment for Goods supplied by us is pursuant to clause 15.
6.2 Risk and Title to Goods
6.2.1 Risk shall pass to You on delivery, but the Goods shall remain Our property until such time as full payment has been received.
6.2.2 You must inspect the Goods immediately upon receipt and raise a return under Our returns management process by contacting technical support via email or telephone.
6.2.3 Without exception, damaged or faulty Goods cannot be returned without a valid returns reference number.
7.1 Once we notify You the Goods are ready for delivery or pending delivery, you shall agree to accept delivery of the Goods forthwith. If you fail to give proper instructions (a correct location being the minimum proper instructions), or otherwise fail to accept delivery as aforesaid, then you shall be deemed liable for any and all costs incurred by us as a result of such failure which shall become immediately due and payable on demand. Such liability shall not affect your obligation to purchase the Goods or our right to damages for breach of such obligation.
8. Damage to Goods in transit
8.1 We shall have no liability in respect of Goods lost or damaged in transit, unless and until you note such loss or damage on the delivery receipt and give notice thereof to us, and the carrier, promptly and in any event, within 24 hours of delivery or shorter period as may be required by the carrier’s conditions of carriage.
8.2 The extent of our liability in respect of Goods lost or damaged in transit shall be limited to replacing such Goods.
9. Guarantee and Exclusion of Liability for Goods.
9.1 Goods supplied by us typically carry a 1 (ONE)-year guarantee provided by the manufacturer, unless otherwise stated.
9.2 You shall not be entitled to claim under the guarantee, unless the Goods have, at all times been stored, and used in a proper manner, in proper conditions, in accordance with any instructions supplied, as to their use and with normal practices relating to Goods of the type in question.
9.3 You must give immediate notice to us of any defects in the Goods falling within the guarantee period before submitting a claim.
9.4 Our liability under the guarantee, is limited to the replacement of the defective item or to the repair of any defect caused by defective workmanship. We shall not, under any circumstances and without exception, be liable for any loss of profits or damages or expenses occasioned by such defects.
9.5 Save as the aforesaid, we give no guarantee as to the merchantable quality, performance or other opinion regarding the Goods. We will use our best endeavours to secure for you the benefit of any guarantee, warranty or assurance provided by the manufacturer of the Goods within the indemnity period.
9.6 We shall have no further liability in respect of the Goods or any other defects therein (including liability for negligence) and all conditions and warranties whether express or implied by law as to the quality of the Goods or their fitness for a particular purpose or as to the design, workmanship and manufacture thereof and the materials used therein or as to the validity of patents or licences or otherwise in any way are hereby expressly excluded except to the extent that this paragraph may be held not to satisfy any requirement of reasonableness imposed by the Unfair Contract Terms Act 1977 or any statutory modification or re-enactment thereof.
9.7 We shall have no liability for any information or advice given in connection with the supply or the performance of Goods.
9.8 Except to the extent that this paragraph may be held not to satisfy any requirement of reasonableness imposed by the Unfair Contract Terms Act 1977 or any statutory modification or re-enactment thereof we shall not be responsible for any injury, damage or loss caused directly or indirectly by the Goods whether as a result of their operation or use or otherwise and whether as a result of any defect therein or otherwise and the customer shall indemnify the Company against any claim ensuing from any such injury damage or loss.
9.9 Without prejudice to the generality of the foregoing we shall not be liable for any consequential loss including but not limited to loss of profits following the failure of any goods.
10. Sale or Return
10.1 Title to any Goods supplied on a ‘Sale or Return’ basis shall pass to the customer in accordance with Rule 4, Section 18 of the Sale of Goods Act 1979 but the risk in any such Goods shall pass to the customer in accordance with clause 6.2 hereof. You shall be deemed to have purchased any such Goods unless they are received by us within 30 (thirty) days after delivery to you and at the expiration of such period full payment will become immediately due.
11.1 Where you receive Goods as a Consumer, pursuant to the Distance Selling Regulations, you are required to take reasonable care of Goods you intend to return whilst in your possession.
11.2 Where you receive Goods not as a consumer (that is, within the course of a trade or business) no Goods supplied by us shall be accepted for replacement without our prior consent. You must take reasonable care of such Goods whilst in your possession. This does not affect your statutory rights.
12. Overseas Customers
12.1 Unless otherwise agreed with us in writing, you shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.
13. Complaints and Dispute Resolution
13.1 The Primo Partnership is committed to providing excellent service and endeavour to deal with any complaint fairly and within a reasonable period of time. However, should a you remain dissatisfied with any aspect of our service, you are invited to contact us whereupon we will do our utmost to resolve your problem as quickly as is reasonably practicable. We operate a fair and impartial complaints’ procedure to help ensure any complaints resolved with the minimum of disruption to your daily operations.
13.2 We value and wish to deliver and exceptional customer service; however, in the unlikely event you have experienced dissatisfaction with any aspect of our service, we request you telephone us in the first instance on 0161 710 2740. In doing so, we will endeavour to resolve your concerns quickly. We appreciate the trust you place in our service so we will always endeavour to resolve your concerns informally. Please ensure you retain the reference number for your conversation. Our customer service staff will do their utmost to successfully resolve any problems at that point. You can also write, or email us at firstname.lastname@example.org.
13.3 If, however, your concerns cannot be resolved during the phone call, we will agree the next course of action with you. Should you remain unhappy with the way in which your complaint has been handed in the first instance, you may contact the Customer Service Manager via email@example.com mentioning your case reference number. A manager will respond and aim to resolve your complaint within promptly. If it is not possible to resolve your concerns to your satisfaction, then you may escalate your concern to the Managing Partner by emailing firstname.lastname@example.org for a final decision which marks the end of our complaints’ process.
13.4 We request you quote your incident number in all correspondence, and assist our management team in its attempts to resolve your concerns amicably.
14. Your obligations
14.1 You must promptly comply with our instructions and requests concerning the Services you have subscribed to.
14.2 You must provide us with up-to-date contact details of nominated representatives with whom we are authorised to deal (including email addresses) and promptly notify us of any changes or substitutions.
14.3 You are responsible for the actions of anyone who uses your username and password to access the Services, whether authorised or not, unless, in the unlikely event he or she is acting on our behalf, in which case, we will give you prior notice of the same.
14.4 As a technology reliant device, there is a risk that Data generated, stored, transmitted or used via, or in connection with the Services may be irretrievably damaged, or lost, if there is a fault, or on suspension or termination. It is your responsibility to ensure you regularly back-up all such Data that you wish to save. By entering into this agreement, you discharge The Primo Partnership of any liability, consequential, or otherwise, pertaining to the storage, loss, retrieval, or any other manner of data processing activity undertaken.
15.1 You must pay the fees (together with VAT and any applicable taxes) when you order Goods or order, or renew any Services.
15.2 All call rates shall be rounded up to the nearest fraction of a UK Sterling Penny.
15.3 Payment for Goods may be made:
15.4 By Direct Debit, Cheque, BACS, Credit or Debit Card; and
15.5 In advance, or, if we agree to credit terms, within 7 (seven) days of receipt of our invoice.
15.6 Payment for the Services may be made:
15.7 Monthly or Annually, by Direct Debit, Credit or Debit Card; or
15.8 Annually by Direct Debit, Cheque, BACS, Credit or Debit Card; and
15.9 In advance, or, if we agree to credit terms, within 7 (seven) days of receipt of our invoice.
15.10 Payment must be made without deduction or set-off.
15.11 All fees are non-refundable unless otherwise agreed in writing with a managing partner.
15.12 All fees remain payable, should we suspend the Services in accordance with these Conditions.
15.13 We may impose a credit limit on your account and/or require a security deposit towards accrued bills.
15.14 For the avoidance of doubt, Services purchased which are subject to advanced payment and not cancelled within the Cancellation Period are not refundable under any circumstances. In such an event, the associated monies shall be used by Us to discharge our administrative expenses arising out of the termination of the Agreement.
16. Non-payment of services:
16.1 The Primo Partnership reserves the right to discontinue your Services and delete your account, if you fail to pay for any such Services within the required timeframe under these Conditions.
16.2 When you purchase Services from us, you will receive a welcome email and an accompanying invoice on that date (the ‘Purchase Date’). Payment for all purchased Services is due within 7 (seven) calendar days of that Purchase Date. Like all Communications Providers, we request and appreciate prompt payment from our customers.
16.3 If you do not make payment within that time, the payment will be classed as overdue. Once the payment is overdue by 2 (two) calendar days, we will notify you by email you (any emails sent will be to your nominated email account) of this fact and invite you to make payment as soon as possible. From then on, we will email you with payment reminders every 2 (two) calendar days unless and until payment is made. You will also receive written notification of late payment by letter (which shall be sent to the postal address you registered when signing up for our Services) within 7 (seven) calendar days of payment being overdue.
16.4 If payment is still not received within 7 (seven) calendar days of the due date, then your account and the Services will be placed on hold and will not be usable. This means you will be unable to use the internet or make telephone calls using the Services provided by The Primo Partnership.
16.5 If payment is still not received within 14 (fourteen) days of the Purchase Date, your account will be deleted and all Services will be incapable of reactivation
16.6 Any fraud or other improper or unlawful use of the Services shall not discharge You of Your payment obligations to The Primo Partnership, so long as those calls originated from Your authorised equipment.
17. Duration and termination
17.1 All Services paid for either annually, or monthly will be subject to initial contract periods of 1 (one) month or 30 (thirty) days respectively, and shall continue thereafter on a rolling monthly basis unless, and until terminated in accordance with these terms and conditions.
17.2 Subject to the terms of this agreement, either party may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving to the other 30 (thirty) days’ written notice.
17.3 We may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice:
17.4 If you breach any of the terms and obligations under these Conditions and, if remediable, having received from us a written notice stating the intention to terminate these conditions if not remedied, fail to remedy the breach within 14 (fourteen) days.
17.5 If you are subject to a resolution for winding up or a petition for bankruptcy or liquidation or there is a proposal or you enter into any arrangement or composition with your or for your creditors or a receiver or liquidator or trustee in bankruptcy is appointed over you or any of your assets or any similar circumstances; or
17.6 If we are required to undergo a similar course of action by a competent or regulatory authority.
17.7 On termination of this agreement, or suspension of Services for any reason:
17.8 We will immediately stop supplying, and will terminate access to, all relevant Services you have subscribed to. This may involve irretrievable damage to or loss of Data generated, stored, transmitted or used via, or in connection with the Services and/or we may destroy any such Data entirely at our discretion and without any liability, or obligation, financial, or consequential loss whatsoever.
17.9 All licenses granted by us to you will terminate.
17.10 Any fees due, will remain payable and, if already paid, will be non-refundable, unless you have cancelled this agreement in accordance with clause 3.1.
17.11 Your accrued rights and liabilities will be unaffected.
18.1 We both agree not to use for any purpose, apart from this agreement, or disclose any Confidential Data received from the other party. [“Confidential Data” means Data identified as, or which clearly is, confidential.]
18.2 This clause does not apply to Data which:
18.3 Enters the public domain, other than through breach of this clause.
18.4 Is or becomes independently known to the receiving party, free from any confidentiality restriction.
18.5 Is required to be disclosed by any applicable law, or competent authority.
18.6 Is reasonably disclosed to employees, suppliers, or others for the proper performance of these Conditions.
18.7 Is reasonably disclosed to professional advisers; or
18.8 If we are otherwise permitted to disclose in accordance with these Conditions.
19.1 You should send any notices under these Conditions to the correspondence address, or email address given within these terms and conditions.
19.2 We shall send any notices in accordance with the most recent contact information (and transmission means) which you have provided to us.
19.3 Notices may be sent by hand, recorded delivery, fax or email and shall be deemed to be received:
19.4 By hand – when delivered provided handed to a senior employee.
19.5 Recorded delivery – 5 (five) days after posting.
19.6 Fax – when the sender receives an error-free transmission report; or
19.7 Email – on the day sent unless the contrary is proved.
20. Terms and Liability
20.1 You shall indemnify and hold The Primo Partnership harmless from all costs, expenses, claims or actions arising from fraudulent calls of any nature which may comprise a portion of the Services to the extent that the party claiming the call(s) in question to be fraudulent is (or had been at the time of the call) an End User of the Services through You or an End User of the Service through Your distribution channels.
20.2 You shall not be excused from paying The Primo Partnership for the Services provided to You or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event The Primo Partnership discovers fraudulent calls being made (or reasonably believes fraudulent calls are being made), nothing contained herein shall prohibit The Primo Partnership from taking immediate action (without notice to You) that is reasonably necessary to prevent such fraudulent calls from taking place, including without limitation, denying Services to You or terminating the Service to or from specific locations. The Primo Partnership shall not, however, have any obligation to monitor the Service or take any action to detect fraudulent calls.
20.3 The Primo Partnership shall be entitled at any time to request, and You shall be obliged to promptly provide such information as The Primo Partnership may reasonably require in order to establish to its reasonable satisfaction that You are discharging your obligations under this Agreement. The Primo Partnership shall be entitled to pass such information (or any part thereof) or any knowledge it may have of Yours or any suspected illegal or criminal activity to any Regulation Authority whether the information is requested by them or not.
20.4 You shall throughout the term of this Agreement fully indemnify and keep The Primo Partnership and all members servants officers and agents of The Primo Partnership fully and effectively indemnified against all liabilities damages expenses and costs to and actions proceedings claims and demands whatsoever by third parties arising directly or indirectly out of or in consequence of any breach of this Agreement by You.
20.5 You will comply (and will ensure that Your officers, employees, contractors and agents comply) at all times with any and all regulations relating to the use of any products or services provided by The Primo Partnership.
21.1 You must refrain from transferring any illegal material or engage in unlawful activities via your use of the Services.
21.2 You must refrain from sending menacing, offensive, defamatory, obscene, indecent or abusive messages or telephone calls whilst using the Services.
21.3 You must not use or permit the usage of the Services in a manner that is inconsistent with any and all applicable laws and regulations.
21.4 You must not make available or upload Data via your use of the Services that contain a virus, worm, trojan or other malicious Data or download any disabling or harmful devices.
21.5 You must not use the Services to send bulk unsolicited commercial emails or telephone calls.
21.6 You warrant that your use of the Services will not infringe any third party intellectual property or other rights.
22. Customer Responsibility
22.1 Customers will be fully responsible for any voice calls (“Voice”) and Short Message Service (“SMS”) broadcasts that have been placed from and originate from, their account.
22.2 Before using The Primo Partnership Service, a Customer must declare that they have read, understood, accept, and agree to these specific terms and conditions as laid out below.
22.3 In any event, a customer disagrees with or refuses to adhere or comply with any aspect of these terms and conditions, then they must immediately discontinue use of The Primo Partnership Services and close the browser session by clicking the cross at the top right-hand corner.
22.4 If a customer does not intend to adhere to the responsible use of service, then they must not use the services provided by The Primo Partnership
23.1 We may, at our discretion, access, copy, preserve, disclose, remove, suspend or delete any Data:
23.2 If we are required to do so by applicable law or competent authority; or
23.3 If it is otherwise permitted under these Conditions; or
23.4 If such Data is prohibited under these Conditions.
24. Personal Data
24.2 With your explicit and unequivocal consent to such processing.
25. Data Retention
25.1 All Personal Data is retained, and otherwise handled in a manner fully compliant with principle 5 of the Data Protection Act 1998.
26. Personal Data which is retained by The Primo Partnership
26.1 In relation to VoIP Services provided by The Primo Partnership, We may store voicemail, call recordings, call data records, invite logs, invoices and received faxes.
27. Period of retention of Personal Data
27.1 Call records may be retained for 12 (twelve) months – voicemail, voicemail for old and new customers, received faxes and call recordings may all be kept for a period of 6 months.
28. Limitation of liability
28.1 In no event (including our own negligence), and even if we have been advised of the possibility of such losses, will we be liable for any:
28.2 Economic loss (including, without limitation, loss of revenue, profit, contract, business or anticipated savings).
28.3 Loss of goodwill or reputation.
28.4 Special, indirect or consequential loss; or
29. Damage to or loss of Data
29.1 We have no liability for goods and services provided by third parties.
29.2 To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in these Conditions including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose. Consumers’ statutory rights are unaffected.
30.1 The Customer will indemnify us against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to use of the Goods, your use of the Services or breach by you of these Conditions.
30.2 The Customer will indemnify The Primo Partnership for any liability in respect of any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labour difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or the delayed installation of its facilities or commencement of service contract.
30.3 For the duration of this agreement, and limited by statute, the Customer will indemnify The Primo Partnership for any liability against for direct, indirect, special, consequential, exemplary, punitive, or any other loss or damage, including, but not limited to lost profits (irrespective whether or not The Primo Partnership has made such a discovery itself, or whether the Customer has advised The Primo Partnership of the possibility of any such loss or damages) by reason of any act or omission in its performance under these terms and conditions.
30.4 The Primo Partnership will be indemnified, defended, and held harmless by the Customer against any and all claims for loss or damages arising from the use of any service provided by The Primo Partnership. Such indemnity includes any allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via the service provided by The Primo Partnership, and all other allegations and claims arising out of any intentional or unintentional act or omission by the Customer or any other party authorised by the Customer in the use of the service, in connection with this or any other service provided by The Primo Partnership.
30.5 The Primo Partnership makes no implied or express representations or warranties pertaining to the performance of its services, and disclaims any implied warranties, including, but not limited to, warranties, implied warranties, merchantability, or fitness for purpose for a particular purpose, use or non-infringement.
30.6 The Primo Partnership does not authorise any other party acting on its behalf, to make a warranty on behalf of The Primo Partnership. As such, the Customer is precluded from relying on any such statement as a warranty by The Primo Partnership.
30.7 The Customer will indemnify The Primo Partnership in respect of any liability for any act or omission of any other company or companies furnishing a portion of the service, or from any act or omission of a third-party, including those vendors participating in The Primo Partnership’s offerings made to the Customer, or for damages associated with the service, equipment that it does not furnish, or for any damages that result from the operation of the Customer’s provided systems, equipment, facilities, or services that are interconnected with The Primo Partnership’s services.
30.8 The Customer acknowledges that The Primo Partnership may release the IP address and any other personal information for use by law enforcement and regulatory body to assist in their investigation of a system or service abuse or misuse
30.9 The Customer must ensure they understand the implications following the use of any numbers that have been selected to be uploaded to its campaigns.
30.10 Following the upload of any data, the Customer confirms that they will assume full liability for its use.
30.11 The Customer understands and accepts the necessity to screen any data against the respective (opt-out) National Robinson List (including, but not limited to the TPS, CTPS, and NDNCR) and conform to applicable legal requirements within the country of jurisdiction prior to its upload and use.
30.12 The Customer understands and accepts the necessity to screen any data against its own Do Not Call (“DNC”) lists.
30.13 The Customer will indemnify The Primo Partnership against any action arising as a consequence of its failure under the terms stated above.
30.14 The Customer takes and accepts full liability and legal responsibility following the use and consequences of any data that has been uploaded.
31. Responsible Use of Service Policy
31.1 The following information is provided in an effort to promote the responsible use of the services provided by The Primo Partnership.
31.1.1 The Primo Partnership service places the ability to launch an entire telemarketing campaign in the hands of the Customer or Subscriber. However, The Primo Partnership will always respect the privacy of its Subscribers and their customers.
31.1.2 The Primo Partnership will not monitor your audio messages, read, or share database upload information with any third-party without your prior expressed knowledge or consent, unless we believe in good faith that such action is necessary to either comply with the applicable governing law within the country of jurisdiction, or properly enforce The Primo Partnership terms of service agreement.
31.1.3 Since it is the subscriber who creates the audio announcement, provides the calling list, and, most importantly launches your own calling campaign, The Primo Partnership feels it necessary to provide you the subscriber with the following information in an effort to insure that all The Primo Partnership subscriber calling campaigns are conducted carefully, responsibly, and in a manner that does not contravene the local governing law.
31.1.4 In accepting these terms and conditions and online agreement, the Customer has read, understood and agreed to the following fair usage terms.
32. I/We hereby agree, accept, and understand that:
32.1 Prior to engaging The Primo Partnership services, I/we will ensure that I/we am/are familiar with governing laws within the jurisdiction of operation that would be applicable to my/our call campaign.
32.2 My/Our campaign will be respectful of proper calling time restrictions that would be applicable to my/our specific call campaign. In particular, I/we will ensure that no data will be used for the purposes of voice and SMS campaigns fall outside social hours as defined at point 32.4 below.
32.3 I/We will conduct my/our campaigns within the guidelines issued by national regulators (Ofcom and the International Commissioner’s Office for UK based operations and the Telephone Consumer Protection Act, 1991 for the USA).
32.4 I/We will restrict our campaigns to the hours 8am and 9pm, unless a customer requests, and agrees to a call being placed outside these hours.
32.5 I/We understand that I may contact The Primo Partnership for its assistance in the upload of any existing DNC list.
32.6 In the event a recipient makes a request to be taken off my/our calling list, I/we will do so immediately and indefinitely, unless otherwise and expressly requested to the contrary.
32.7 I/We understand that allowing those on my/our calling list to be removed and avoiding calls to those who do not wish to be called, plays a very important role with regard to responsible calling campaigns.
32.8 I/we will always adhere to legal requirements of the governing jurisdiction of operation, particularly regarding Robinson lists and call time restrictions.
32.9 I/we will clearly state the identity of the caller at the beginning of my/our audio message and provide authentic and verifiable contact information such as phone number and business address during all calls.
32.10 I/We will provide the opportunity for a customer to withdraw the consent they have previously given and instead place them on a DNC list instead.
32.11 I/We will prevent strings of numbers to be called that engage two or more phone lines of a business.
32.12 I/We will not make any voice or SMS broadcasts to any emergency service phone lines, hospital medical service lines, GPs, healthcare providers, ambulance, fire, military, civil defence or law enforcement agencies.
32.13 I/We will not send any unsolicited audio messages to those recipients who may, or will incur charges, such as beepers, pagers or mobile phones, unless explicit prior permission has been obtain by the recipient.
32.14 I/We will not send pre-recorded sales messages, voice or SMS broadcasts to those with whom I/we do not have a business relationship and to whom I/we have not received permission to call.
32.15 I/We have read, understood and accept this Primo Partnership Terms of Service.
33. User Warning
33.1 Any breach of our terms and conditions, your obligations, usage and our limitations of liability, will lead to the immediate termination and withdrawal of our services without further notice.
33.2 The Primo Partnership’s responsibilities do not render it accountable or responsible as a data controller as defined under Directive 95/46/EC [DPA 1998]and Regulation (EU) 2016/679 [GDPR].
33.3 At its discretion, The Primo Partnership may engage the services of PMI Hub Limited to extract an anonymised sample and verify its origin and journey. This will enable The Primo Partnership to locate, identify and bring to the Customer’s attention, any breaches, potential or otherwise. The results of this proactive strategy would align the Customer’s compliance framework with its statutory responsibilities, and thus mitigate the adverse consequences of a regulatory audit.
33.4 The Primo Partnership does not process data from your campaigns, save for its limited provision at the request of a law enforcement agency or regulatory body to assist in their investigation of a system or service abuse or misuse.
34. Business to Business (B2B) contact
34.1 This information provided is not intended to replace the responsibility of the subscriber to verify the legal requirements pertaining to your call campaign prior to using The Primo Partnership’s services. The subscribing customer is ultimately responsible for their own informed decisions regarding their call campaign.
34.2 In any event, a customer disagrees with or refuses to adhere or comply with any aspect of these terms and conditions, then they must immediately discontinue use of The Primo Partnership service and close the browser session by clicking the cross at the top right-hand corner. If a customer does not intend to adhere to the responsible use of service, then they must not use the services provided by The Primo Partnership.
35. Acceptable and Responsible Use Agreement
35.1 The Customer:
35.2 Is responsible to ensure they familiarise themselves with any local, national or other legal requirements and restrictions applicable within the jurisdiction of their operations.
35.3 Agrees to immediately place any individual requesting DNC status, on their respective lists to facilitate the suppression of further calls unless the Customer has provided explicit consent to the contrary.
35.4 Agrees to provide legal contact information during any outbound campaign within the initial greeting message.
35.5 Agrees to record their own sound files for all outbound campaigns.
35.6 Agrees to responsibly dial each campaign with courtesy to the recipients for which it is meant.
35.7 Agrees to schedule campaigns responsibly as previously described in 32.4 above.
35.8 Agrees not to send any calls to life-line services, such as hospitals, fire, police, ambulance, military, or utility related telephone numbers.
35.9 Agrees to not send any sales outbound broadcasts to recipients that have not consented to receive such a broadcast or SMS.
35.10 Agrees to always use a DNC or opt-out features made available to them through The Primo Partnership Service.
35.11 Should seek independent legal advice before dialling any data for which the customer is unfamiliar, or if the legalities of dialling remain unclear to the Customer.
36.1 These Conditions represent the entire agreement of the parties relating to its subject matter. It supersedes all prior agreements and representations (unless fraudulent) and you acknowledge that that no reliance is placed on any representation made but not embodied in these Conditions, save for those made fraudulently. We are not bound by, nor should you rely on, any oral representations or representations by any agent or employee of any third party you may use to apply for our Services.
36.2 If any part of these Conditions is deemed void for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
36.3 You may not assign these Conditions or subcontract or resell any of the Services without our prior written consent. We may assign these Conditions or subcontract any of the Services.
36.4 We shall not be liable for failure to perform or delay in performing any obligation under these Conditions if the failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
36.5 No firm, person or company which is not a party to these Conditions shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these Conditions. The failure to exercise or delay in exercising a right or remedy under these Conditions shall not constitute a waiver of the right or remedy.
36.6 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between us.
37. Audit, Compliance & Training
37.1 The Primo Partnership recognises the challenges its customers face in an ever-changing regulatory landscape. With this in mind, it has partnered with PMI Hub as an independent Audit, Compliance & Data Protection specialist to provide its customers with an added layer of assurance and confidence, given the imminent change in data protection and the introduction of the General Data Protection Regulation (GDPR). We therefore encourage our customers to talk to PMI Hub, and stay on the safe side of consumer protection.