Business Telephony & Unified Communications Terms

1. About these Terms and customer classifications

1.1 These Terms govern business fixed telephony, hosted voice/VoIP, SIP, number services and unified communications services that Talk4 makes available supplied by Talk4 Communications Ltd trading as Talk4 Telecoms (“Talk4”, “we”, “us” or “our”) to a customer acting wholly or mainly for purposes relating to its trade, business, craft or profession (“Customer”, “you” or “your”).

1.2 Talk4 is registered in England and Wales under company number 06827172. Registered office: 38 Rothesay Road, Luton, England, LU1 1QZ. Customer support: 03333 445 456; support@talk-4.co.uk; www.talk4.co.uk.

1.3 Talk4 is a reseller/service provider and may use wholesale carriers, mobile network operators, access network operators, cloud/UC providers, infrastructure providers, Openreach or alternative network operators, installers and other subcontractors. Unless the Order expressly states otherwise, the Contract remains between Talk4 and the Customer.

1.4 Ofcom protections vary by business size. In these Terms: “SME Customer” means a business with fewer than 250 employees for the relevant Ofcom transparency rules; “Protected Small Business Customer” means a business with 10 employees or fewer, and includes any other customer category to which equivalent Ofcom protections apply. Talk4 will apply mandatory protections according to the Customer’s actual regulatory status.

1.5 The Customer must provide accurate information reasonably required to establish its regulatory classification. A change in employee numbers does not retrospectively remove rights already accrued under a Contract.

1.6 If documents conflict, mandatory law and Ofcom rules prevail, followed by the Contract Summary (where applicable), Contract Information, Order, Service Schedule/SLA, these Terms and then incorporated policies, unless a document expressly states a different lawful order of precedence.

2. Formation, pre-contract information and authority

2.1 A quotation or proposal is not binding until Talk4 accepts the Order in writing, confirms provisioning, or begins supplying the Service, whichever first forms the Contract under the Order process.

2.2 The person placing or accepting an Order confirms that they are authorised to bind the Customer. Talk4 may request reasonable evidence of authority, identity, trading status, creditworthiness or fraud-prevention information.

2.3 Before a Protected Small Business Customer gives consent, Talk4 will provide the applicable Contract Summary in writing and, before that customer is bound, the detailed Contract Information required by Ofcom, unless that customer has expressly agreed otherwise in a manner permitted by the current Ofcom General Conditions. Talk4 will not treat general acceptance of these Terms as an automatic waiver; any waiver must be separate, express and informed. Talk4 may provide the same information voluntarily to other business customers.

2.4 Where Ofcom requires published standard-contract information for SME Customers, including relevant service levels or service guarantees, Talk4 will make that information available and provide it in a durable medium free of charge when required.

3. Charges, VAT, Minimum Term and fixed-price commitment

3.1 The recurring Charges, usage Charges, one-off Charges, installation/engineering Charges, equipment Charges and Minimum Term are set out in the Order and, where applicable, the Contract Information and Contract Summary. Unless stated otherwise, business Charges are exclusive of VAT.

3.2 For a Talk4 12-month or 24-month contract, the core recurring monthly subscription Charge agreed at the start will not increase during that Minimum Term. Talk4 will not apply a scheduled annual, CPI-linked, RPI-linked, inflation-linked or percentage-based increase to that core monthly subscription Charge during the 12- or 24-month Minimum Term.

3.3 The fixed-price commitment does not freeze charges caused by a Customer-requested service change, optional add-ons, usage outside inclusive allowances, non-included roaming/international/premium usage, excess construction or engineering work, additional licences/seats/lines, or taxes/governmental charges that Talk4 is lawfully permitted or required to pass through.

3.4 If the Order has a different bespoke term, the pricing rules must be expressly set out in that Order. A Protected Small Business Customer will not be bound to a regulated phone or broadband commitment period longer than permitted by Ofcom rules.

3.5 Talk4 will provide at least one 12-month contract option for each regulated service where Ofcom requires this. Availability of a specific tariff remains subject to service/product eligibility.

4. Telephony and UC Service

4.1 The Order identifies the service type, users/seats, numbers/DDIs, call bundle, licences, devices, integrations, connectivity dependencies, installation/configuration work and SLA. Some UC features may be supplied by a third-party cloud platform under incorporated product terms identified in the Order.

4.2 Availability of features such as hunt groups, auto attendants, call queues, conferencing, presence, messaging, call recording, contact-centre functions, softphones and integrations depends on the selected licence and platform.

5. Numbers, DDIs and porting

5.1 Telephone numbers are allocated for use and do not become the Customer’s property. Talk4 will administer number allocation and eligible porting in accordance with applicable Ofcom rules and the National Telephone Numbering Plan.

5.2 Porting depends on accurate existing-provider information and may require signed authority. The Customer must not cease a number/service before a planned port unless Talk4 instructs it to do so. Number porting is subject to applicable regulated timing and compensation requirements.

6. Emergency calls and caller location

6.1 Where the Service provides outbound calls to public telephone numbers, Talk4 will provide access to 999 and 112 free of charge in accordance with applicable Ofcom obligations.

6.2 The Customer must provide and keep accurate the service location/address information reasonably requested by Talk4 for emergency caller-location purposes, including changes caused by office moves, remote working or relocation of IP handsets/softphones.

6.3 The Customer must ensure its users understand any limitations of nomadic/remote VoIP use. If a user makes an emergency call from a location different from the registered location, the caller should clearly tell the emergency operator their actual location.

7. Power and internet dependency of IP voice

7.1 IMPORTANT: Hosted voice, SIP and other IP-based voice services depend on electricity, Customer equipment and an internet/data connection. They may stop working during a power cut, local equipment failure, broadband/connectivity failure or other network outage.

7.2 Protected Small Business Customers will be given this warning during the sales process and in applicable user/service information where Ofcom requires it. The Customer should maintain an alternative means of contacting emergency organisations and, where appropriate, resilient power/connectivity.

8. Licences, seats, devices and integrations

8.1 Licences are assigned and charged as stated in the Order. Adding seats, premium features, devices, call recording storage, contact-centre capacity or integrations may increase Charges and may have separate minimum commitments if expressly agreed.

8.2 Customer equipment and networks must meet the technical requirements notified by Talk4, including supported codecs, QoS, firewall/NAT, bandwidth and security settings where relevant. Talk4 is not responsible for degraded voice quality caused by an unmanaged Customer LAN or third-party internet service outside Talk4’s control.

9. Call charges, fraud and security

9.1 Call bundles, excluded destinations and rates are set out in the Order/price guide. Premium, international, satellite, directory and special-rate numbers may be excluded. The Customer is responsible for charges properly incurred through its authorised users and systems.

9.2 The Customer must use strong credentials, restrict administrator access, secure SIP/UC endpoints and promptly report suspected toll fraud, credential compromise or abnormal calling. Talk4 may apply fraud controls or temporary barring where reasonably necessary.

9.3 No fraud-control system can guarantee prevention of all unauthorised calling. Allocation of liability for fraudulent calls will take account of the Contract, applicable law, Talk4’s own controls and whether the Customer complied with reasonable security requirements.

10. Call recording and data protection

10.1 If the Customer enables call recording, monitoring, transcription or analytics, the Customer is responsible for determining its lawful basis, providing required privacy information, managing access/retention and complying with employment, data protection and sector-specific rules. Talk4’s processor obligations, where applicable, will be set out in a data-processing agreement or incorporated terms.

11. Quality, faults, maintenance and SLA

11.1 Voice quality depends on connectivity, local network conditions, endpoint configuration and the UC platform. Service levels, support hours, target response/repair times and service credits apply only where stated in the Order/SLA.

11.2 Planned or emergency maintenance may temporarily affect service. Talk4 will give reasonable notice of material planned work where practicable.

12. Billing and payment

12.1 Recurring Charges may be invoiced monthly, quarterly or annually in advance as stated in the Order. Usage and variable Charges may be billed in arrears. The Customer must pay invoices by the due date and using the agreed payment method.

12.2 The Customer must raise any genuine invoice dispute promptly and provide reasonable details. Undisputed sums remain payable when due. Talk4 will maintain billing accuracy and provide adequate, up-to-date billing information as required by applicable Ofcom rules.

12.3 For overdue business debts, Talk4 may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable, or another lawful remedy stated in the Order. Talk4 will not recover the same loss twice.

12.4 Talk4 may require a reasonable deposit, credit limit, advance payment or other security following a credit assessment or material deterioration in credit risk. Any restriction or suspension for non-payment will be proportionate and subject to applicable Ofcom requirements.

13. Moves, configuration and professional services

13.1 Office moves, major dial-plan changes, new integrations, migrations, number imports or bespoke configuration may be chargeable professional services. A move involving emergency-location information must not be treated as complete until the relevant location records have been updated where required.

14. Changes to the Contract

14.1 Talk4 may make a Contract change where reasonably necessary for legal, regulatory, security, technical or operational reasons, or where a change is exclusively to the Customer’s benefit or has no negative effect on the Customer.

14.2 Where Talk4 proposes a change that is not to the Customer’s benefit and Ofcom rules require it, Talk4 will give at least one month’s notice and explain the Customer’s right to terminate the affected Service without an Early Termination Charge before the change takes effect.

14.3 This clause does not permit Talk4 to override the fixed core monthly subscription Charge promised for a 12- or 24-month Minimum Term.

15. Suspension and acceptable use

15.1 Talk4 may suspend all or part of a Service where reasonably necessary because of material non-payment, fraud, unlawful use, serious or persistent breach, a security or network-integrity risk, emergency maintenance, a direction from a competent authority, or an underlying network restriction outside Talk4’s reasonable control.

15.2 Where reasonably practicable, Talk4 will give advance notice and an opportunity to remedy the issue. Immediate action may be taken where delay would create material security, fraud, legal or network risk.

15.3 The Customer and its users must comply with the Talk4 Acceptable Use Policy and applicable law. The Customer remains responsible for authorised users, account credentials and reasonable security of its own systems and devices.

16. Liability

16.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of any liability that cannot lawfully be excluded or limited, or any other liability to the extent exclusion is prohibited by law.

16.2 Subject to clause 16.1 and to the reasonableness requirements of the Unfair Contract Terms Act 1977, neither party is liable for indirect or consequential loss. Talk4 is not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or data, except to the extent an applicable SLA expressly provides a service credit or other remedy.

16.3 Subject to clause 16.1, Talk4’s aggregate liability arising from an affected Service in any 12-month period will not exceed 100% of the Charges paid or payable for that affected Service in that period, unless the Order/SLA expressly states another liability cap. This cap does not reduce a mandatory regulatory compensation entitlement.

16.4 The Customer acknowledges that internet, mobile and cloud communications services are not inherently fault-free and will maintain appropriate business continuity, backup, cybersecurity, alternative contact and disaster-recovery arrangements according to its risk profile.

17. Minimum Term, termination and Early Termination Charges

17.1 The Minimum Term begins on the Connection Date or other date stated in the Order. After the Minimum Term, the Service continues on the basis stated in the Order until terminated or switched.

17.2 A Protected Small Business Customer will not be automatically renewed into a further commitment period where Ofcom requires fresh consent. Talk4 will send end-of-contract and annual best-tariff information where required by Ofcom rules.

17.3 The Customer may terminate in accordance with the notice/switching process stated in the Order. Termination procedures will not be designed to create an unreasonable disincentive to switch.

17.4 If the Customer terminates during the Minimum Term without a statutory, regulatory or contractual right to leave without charge, an Early Termination Charge may apply. The amount or calculation method will be stated or made calculable in the Order/Contract Information and will comply with applicable law and Ofcom requirements.

17.5 Talk4 may terminate or suspend for a material breach that is incapable of remedy, or a remediable material breach not corrected within a reasonable period after notice, persistent material non-payment, insolvency subject to applicable insolvency law, illegality, or permanent withdrawal of an essential underlying service where no reasonable replacement is available.

18. Data protection, confidentiality and records

18.1 Each party will comply with applicable UK data protection law. Talk4 processes personal data in accordance with its Privacy Notice. If Talk4 processes personal data solely as processor on the Customer’s behalf, the parties will put in place any data-processing terms required by law.

18.2 Each party will keep the other’s confidential information confidential, use it only for the Contract and disclose it only to personnel/advisers/subcontractors who need it and are subject to appropriate duties, or where disclosure is required by law.

18.3 Talk4 may retain order, billing, provisioning, support, network and consent records for legal, regulatory, fraud prevention, dispute resolution and service-management purposes in accordance with its retention policies and applicable law.

19. Complaints and Alternative Dispute Resolution

19.1 Complaints are handled under the Talk4 Customer Complaints Code. Contact customer support on 03333 445 456 or support@talk-4.co.uk, or use the current complaints routes published by Talk4.

19.2 Residential customers, businesses with up to 10 employees and qualifying not-for-profit organisations may be entitled to use Talk4’s Ofcom-approved ADR scheme free of charge after the applicable regulatory period, currently six weeks from the formal complaint, or earlier following deadlock. The current ADR provider and referral details must be stated in the Complaints Code.

20. General

20.1 Talk4 may subcontract performance. The Customer may not assign the Contract without Talk4’s prior written consent, not to be unreasonably withheld where appropriate. Talk4 may transfer the Contract as part of a bona fide business transfer or restructuring, subject to mandatory customer rights.

20.2 Neither party is liable for delay caused by events outside its reasonable control, except for accrued payment obligations. The affected party must take reasonable steps to mitigate the effect.

20.3 If any provision is invalid or unenforceable, the remainder continues. Failure or delay in exercising a right is not a waiver. Except where expressly stated, no third party has rights under the Contracts (Rights of Third Parties) Act 1999.

20.4 The Contract is governed by the laws of England and Wales and, subject to any mandatory rights available to a Protected Small Business Customer, the courts of England and Wales have exclusive jurisdiction.