Terms and Conditions

1. Introduction

1.1 These terms and conditions (the "Terms") govern your use of our website (the "Website") and the services provided by totally247 Ltd trading as ‘totally247’ and ‘247 Receptionist’ (the "Company").

1.2 By using our Website, you accept these Terms in full. If you disagree with these Terms or any part of these Terms, you must not use our Website.

1.3 By subscribing to use of the Services, you agree to be bound by the Service Terms and Conditions found here.

1.4 Our Website may use cookies. By using our Website and agreeing to these Terms, you consent to our use of cookies in accordance with the terms of our privacy policy and cookies policy.

2. Definitions

2.1 "Services" refers to any service provided by the Company through the Website.

2.2 "User" or "you" refers to any person or entity using the Website or Services.

3. Use of the Website

3.1 You must be at least 18 years of age to use our Website. By using our Website and agreeing to these Terms, you warrant and represent that you are at least 18 years of age.

3.2 You must ensure that any information you provide to us through the Website is accurate, complete, and current.

3.3 You must not use our Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website.

4. Services

4.1 The Company will provide the Services with reasonable skill and care in accordance with the Service Terms and Conditions.

4.2 We reserve the right to refuse to provide Services to anyone for any reason at any time.

5. Fees and Payment

5.1 The fees for our Services are as stated on the Website. We reserve the right to change our fees at any time.

5.2 Payments must be made via the methods specified on the Website. You must ensure that all details you provide to us for the purpose of purchasing Services are correct.

6. Cancellation and Refunds

6.1 You may cancel your order for Services in accordance with our cancellation policy, as detailed on the Website or in the Service Terms and Conditions.

7. Intellectual Property

7.1 All content on the Website, including but not limited to text, graphics, logos, and software, is the property of the Company or its licensors and is protected by copyright and other intellectual property laws.

7.2 You may view, download for caching purposes only, and print pages from the Website for your own personal use, subject to the restrictions set out below and elsewhere in these Terms.

8. Limitations of Liability

8.1 Nothing in these Terms or contained in the Service Terms and Conditions will limit or exclude our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law

8.2 We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

8.3 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, or goodwill.

9. Privacy

9.1 Our use of your personal information is governed by our privacy policy, which is available on our Website.

10. Changes to the Terms

10.1 We may revise these Terms from time to time. Revised Terms will apply to the use of our Website from the date of publication of the revised Terms on the Website. Please check this page regularly to ensure you are familiar with the current version.

11. Governing Law and Jurisdiction

11.1 These Terms will be governed by and construed in accordance with English law.

11.2 Any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Contact Information

12.1 If you have any questions about these Terms, please contact us at customerservices@totally247.co.uk

1 In these conditions 'the Company' shall mean totally247 Limited and “the Customer” shall mean the person, Organisation, company, or persons on the attached application form, each a Party and together, the Parties. The Company provides service or facilities solely on the basis of these conditions, and any use by the Customer implies full acceptance of these conditions at all times.

1.1 In these conditions the following words and expressions shall have the following means assigned to them:

“Contract” the contract between the Parties for the provision of Services in accordance with these terms and conditions.

“Confidential Information” means all information of a confidential nature relating to the business, operations and customers of either Party including commercial and technical information and Personal Data.

“DPA” means the Data Protection Act 2018

“GDPR” means The General Data Protection Regulation (GDPR) (EU) 2016/679

“Personal Data” means personal data as defined in the DPA and GDPR

“Services” means the receipt of communications which may include the answering or making of telephone calls, the receiving or sending of emails, text messages or other communication intended for the Customer and the transmission to the Customer of data having been captured from such communications whether by telephone, e-mail, Internet, text message, post or hand as the Customer shall in its absolute discretion select, such Services provided by the Company being more particularly described in the Customer’s Application for Services and provided in accordance with these terms and conditions.

2. The Customer agrees not to use any of the facilities supplied by the Company under this Contract nor the offices of the Company, whether directly or indirectly for any purpose or purposes which could be construed by the Company or any other party as illegal, defamatory, fraudulent, immoral, or obscene.

3. By subscribing for Services, the Customer warrants that if subscribing on behalf of a business, the Customer has all due authority to make that subscription on behalf of that business, or if subscribing personally, the Customer is legally capable of entering into binding Contracts and is at least 18 years of age.

4. The Customer agrees not to advertise any of the Company's addresses, phone numbers or e-mail or any other details whatsoever, without first obtaining the written consent of a Director of the Company.

5. If the Customer applies for additional Services and the Company agrees to grant the same, the Company grants them solely on the terms of these conditions. If the Services be use of desk with telephone or use of private office room there shall be no relationship of landlord and tenant between the Company and the Customer but merely a licence, and the use of desk with phone or room can be in any part of the Company's premises and can be switched from one part to the other of the Company's premises at any time purely at the discretion of the Company.

6. The Customer accepts and acknowledges that calls and data may be routed over national and international public telecommunications systems and other networks beyond the control of the company.

8. The Customer acknowledges that malfunctioning, defective equipment and failure of third party networks and equipment engaged in provision of the company’s Services may cause interruption of the company’s Services or adversely affect the quality of the Services and subject to these Conditions, these Conditions shall not be deemed to constitute or imply any warranty by the Company that the system (and therefore the provision of the Services) will at all times operate satisfactorily without malfunction and the Company gives no such warranty.

9. The Customer acknowledges that the Company has no control over the amount of work offered to the Company at any time.

9.1 The Company acknowledges that the Customer has little control over the amount of work offered to the Company and that the Customer cannot accurately predict or offer any guarantee of the volume of work offered to the Company at any time.

9.2 The Customer accepts and acknowledges that the Company is engaged to and charges for its Services on a shared resource basis. The Customer agrees to pay a retaining charge for the service to be operational on a 24-7 basis and that calls, emails and other forms of contact are paid for on a pay as you go basis at the rate agreed in the Contract.

9.3 The Customer acknowledges that no dedicated resource is applied to service the work offered unless stipulated in the Contract and that subject to these conditions, these conditions shall not be deemed to constitute or imply any warranty by the Company that work offered will be captured and processed at any time and the Company gives no such warranty.

9.4 The Company makes no charge for work offered that is not processed for any reason, including but not limited to unanswered calls due to high call volumes, spikes in call volumes, short ring times or unreasonably long calls due to caller dissatisfaction with the Customer’s product or Services. The Company accepts no liability or consequential loss for work it has not undertaken on the Customer’s behalf under any circumstance and therefore no claim will be entertained for work offered but not done and for where there is no consideration.

10. The Company reserves the right to immediately and without notice, terminate any service which is in any way, whether directly or indirectly, involved in or associated with, or which we suspect is in any way, whether directly or indirectly, involved in or associated with, any illegal, defamatory, obscene, sexist, racist, inflammatory or immoral activity, and/or any activity which we determine adversely affects our reputation (Unacceptable Activity). Should the Company suspect any Unacceptable Activity, the service will be terminated immediately (notifying the Police or relevant authorities where appropriate), at which time all liabilities incurred by the Company in relation to the provision of the Services will become due. For the purpose of the above, Unacceptable Activity will be determined by the Company at its entire discretion. The Company’s determination on the matter will be final.

11. Both the Customer and the Company confirm and agree that all Confidential Information obtained whether in preparation for entering into this Contract or otherwise in the course of performance of their respective obligations under its terms, will be treated by them as secret and confidential and will not be used except as required to perform the obligations under this Contract and will not be disclosed by them to a third party except:

11.1 to employees, agents and sub-contractors instructed by either party in connection with the proper performance of its obligations under the terms of this Contract and who require such information for the performance of their duties provided that such employees, agents and sub-contractors have entered into confidentiality obligations no less onerous than those on the party disclosing such information; or

11.2 to its professional advisers (including for the avoidance of doubt its auditors and solicitors); or

11.3 as may be required by law or by a competent regulatory or governmental authority; or

11.4 with the prior written consent of the other party; or

11.5 insofar as the information shall have entered the public domain, other than as a result of a breach of this Contract by the disclosing Party.

12 The parties agree to keep the terms and existence of this Contract confidential.

13. The Parties warrant that they will at all times comply with the provisions set forth in Schedule 1 – Data Processing.

14. The Contract between the Company and the Customer shall continue for the period specified on the order form, from the date specified on the order form or the date of commencement of service whichever is later. Thereafter the Contract will renew as specified on the order form. Notice to cancel the service may be given by either Party not less than 90 days prior to the contract renewal date. Notice should be in writing to the companies address as specified on the order form. Proof of postage should be retained. Should the Customer request to cease service or reduce the scope of work during the contract period, the Company retain the right to invoice equal to the average monthly invoice value for the previous 90-day period, for the remainder of the contract term.

15. This Contract may be terminated immediately by either party by notice in writing to the other:

15.1 if the other party is in persistent or material breach of any of these conditions (which breach has not been remedied within 21 days of the party in default receiving notice of the breach).

15.2 if the other party shall cease to have the appropriate authorisations, which permit it lawfully to perform its obligations envisaged by this Contract at any time.

15.3 if the other party goes into liquidation or administration or has a receiver appointed over any part of its assets. Charges incurred up to that point in time would immediately be billed and become due.

16. The limit of the liability of the Company in respect of any act, omission, neglect, delay or default by it or by its servants or agents whether by way of the Law of Contract and/or by way of liability for negligence or any other sort, or for any other reason whatsoever, shall not exceed the charge made by the Company to the Customer for the servicing of any particular event. The Customer agrees that there will be no increase or variation in liability from the Company or any of its servants or agents or anyone employed at any time upon Company business for any reason whatsoever beyond the limit mentioned above other than by written Contract in advance by a Director of the Company.

17. The Customer shall make all payments due under the Contract in full without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer is in possession of a valid court order requiring an amount equal to such deduction to be paid by to the Customer.

18. The Company reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Service to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties,

significant increase in the costs of labour, materials or other costs), or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

19. The Customer agrees that all invoices will be payable within 30 days of invoice date. Additional service charges incurred will be billed monthly, or more often at the discretion of the Company. Service may be suspended without notice when accounts are overdue and are subject to a reconnection fee of £40.00 to cover administration and the technical costs of reinstatement. Any discounts are offered and applied at the absolute discretion of the Company and may be withdrawn at any time. Any sums remaining unpaid 45 days after Invoice Date will be surcharged at the Statutory Rate of interest on outstanding balances until such time as the account is brought up to date.

20. The company reserves the right not to record calls and to record calls in accordance with The Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000. Such recordings are the property of the Company. On occasion, recordings may be made available to the Customer at the Companies sole discretion and in accordance with The Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and the Data Protection Act 2018.

SCHEDULE 1 - DATA PROCESSING

1 Instructions and details of processing

1.1 Insofar as the Company processes Personal Data as defined in this Schedule on behalf of the Customer, the Company:

1.1.1 unless required to do otherwise by law, will process the Personal Data only in accordance with the Customer’s written instructions; and

1.1.2 will undertake such other processing only as agreed by the Parties in writing from time to time.

1.1.3 shall immediately inform the Customer if, in its opinion, an instruction given by the Customer infringes the GDPR.

2 Technical and organisational measures

2.1 The Company shall implement and maintain, at its cost and expense, appropriate technical and organisational measures in relation to the processing of Personal Data by the Company: 2.1.1 such that the processing will meet the requirements of the GDPR;

2.1.2 so as to ensure a level of security in respect of Personal Data processed by the Company is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and

2.1.3 to assist the Customer in the fulfilment of the Customer’s obligations to respond to data subject requests relating to Personal Data.

2.2 The Company shall, in respect of the Personal Data processed by it under this Agreement comply with the requirements regarding security of processing set out in the General Data Protection Regulation 2016.

3 Using staff and other processors

3.1 The Company shall not engage another Data Processor for carrying out any processing activities in respect of the Personal Data without the Customer’s prior written consent.

3.2 The Company shall ensure that all Company personnel processing Personal Data are subject to a binding written contractual obligation with the Company to keep the Personal Data confidential (except where disclosure is required by law).

4 Assistance with the Customer’s compliance and Data Subject rights

4.1 The Company shall (at no cost to the Customer):

4.1.1 promptly record and then refer all data subject requests it receives to the Customer within 5 Business Days of receipt of the request;

4.1.2 provide such information and cooperation and take such action as the Customer reasonably requests in relation to a data subject request, within the timescales reasonably required by the Customer; and

4.1.3 not respond to any data subject request without the Customer’s prior written approval, to the extent that this is compatible with the Company’s own obligations under GDPR.

4.2 The Company shall, at its cost and expense, provide such information, co-operation and other assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to the Company) to the Customer in ensuring compliance with the Customer’s obligations under GDPR including with respect to:

4.2.1 security of processing;

4.2.2 data protection impact assessments (as such term is defined in Data Protection Laws);

4.2.3 prior consultation with a Supervisory Authority regarding high risk processing; and

4.2.4 any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or Complaint, including (subject in each case to the Customer's prior written authorisation) regarding any notification of the Personal Data Breach to the Information Commissioner’s Office and/or communication to any affected Data Subjects.

5 International data transfers

5.1 The Company shall not transfer any Personal Data to any country outside the European Economic Area (EEA) or to any international organisation (an International Recipient) without the Customer’s prior written consent.

6 Records, information and audit

6.1 The Company shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Customer, containing such information as the Customer may reasonably require, including:

6.1.1 the name and contact details of the Data Processor(s) and of each Data Controller on behalf of which the Data Processor is acting, and of the Company’s representative and data protection officer (if any);

6.1.2 the categories of processing carried out on behalf of each Data Controller;

6.1.3 where applicable, details of transfers of Personal Data to an International Recipient; and

6.1.4 a general description of the technical and organisational security measures referred to in clause 2.1.

6.2 The Company shall make available to the Customer on request in a timely manner:

6.2.1 copies of the records under clause 6.1; and

6.2.2 such other information as the Customer reasonably requires to demonstrate the Company’s compliance with its obligations under Data Protection Laws and this Agreement.

6.3 The Company shall promptly resolve, at its own cost and expense, all data protection and security issues discovered by the Customer or the Company that reveal a breach or potential breach by the Company of its obligations under clause 2.

7 Breach notification

7.1 In respect of any Personal Data Breach, the Company shall:

7.1.1 notify the Customer of the Personal Data Breach without undue delay (but in no event later than 48 hours after becoming aware of the Personal Data Breach); and

7.1.2 provide the Customer without undue delay (wherever possible, no later than 48 hours after becoming aware of the Personal Data Breach) with such details as the Customer reasonably requires regarding:

(a) the nature of the Personal Data Breach, including the categories and approximate numbers of individuals and records concerned;

(b) any investigations into such Personal Data Breach;

(c) the likely consequences of the Personal Data Breach; and

(d) any measures taken, or that the Company recommends, to address the Personal Data Breach, including to mitigate its possible adverse effects, provided that, (without prejudice to the above obligations) if the Company cannot provide all these details within such timeframes, it shall (before the end of this timeframe) provide the Customer with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased) and give the Customer regular updates on these matters.

8 Deletion or return of Protected Data and copies

8.1 The Company shall without delay, at the Customer’s written request, either securely delete or securely return all the Personal Data to the Customer in such form as the Customer reasonably requests after the earlier of:

8.1.1 the end of the provision of the relevant Services related to processing; or

8.1.2 once processing by the Company of any Personal Data is no longer required for the purpose of the Company’s performance of its relevant obligations under this Agreement; or

8.1.3 where requested by the Customer; and securely delete existing copies (unless storage of any data is required by Applicable Law and, if so, the Company shall inform the Customer of any such requirement).

9 Liability and indemnities

9.1 The Company shall indemnify and keep indemnified the Customer in respect of all losses suffered or incurred by, awarded against or agreed to be paid by, the Customer or any member of the Customer Group arising from or in connection with:

9.1.1 any breach by the Company of any of its obligations under clauses 1 to 8 (inclusive); or

9.1.2 the Company (or any person acting on its behalf) acting outside or contrary to the lawful Processing Instructions of the Customer in respect of the processing of Protected Data.

THE SCHEDULE – DATA PROCESSING DETAILS

Subject-matter of processing:

Collecting and storing contact details relating to third parties that the Customer has a contractual obligation to contact via the Company’s services.

2 Duration of the processing:

Ongoing

3 Nature and purpose of the processing:

To enable the Customer to fulfil contractual obligations to be able to contact third parties.

4 Personal Data:

Personal mobile phone numbers

Home landline phone numbers

Personal email addresses

Full names

Home addresses

Company names

Additional information and deemed required to be collected by the Customer.

5 Categories of Data Subjects:

Employees, agency workers, temporary workers, contractors and suppliers of the Customer

The Customer and their Customers.