Terms & Conditions

Worktual General Terms

This Agreement applies between you, the user of the Worktual Services, and Worktual, the owner of this website. By accessing or using the Services, you agree to comply with and be bound by the terms and conditions set out in this Agreement (as updated from time to time). If you do not agree to these terms, you should not subscribe to or use the Services.

1. AGREEMENT STRUCTURE

The Agreement shall comprise:

• (1) the commercial terms set out in the order confirmation invoice;
• (2) any applicable Price Plans;
• (3) any applicable Out-of-Plan Charges, including Add-Ons;
• (4) these General Terms; and
• (5) any other document expressly referred to in the Agreement.

2. DEFINITIONS

Depending on the Service you use and how you interact with our Services and Website, we may collect the following types of Data: Data you provide to us, Data collected automatically, and Data obtained from third parties:

• 2.1 Your name and contact details, such as email addresses, telephone numbers, postal address, information about your contacts, and third parties you communicate with through the Service.
• 2.2 If you are a company, details from publicly available sources, including your company name, industry data, company size, and your company’s URL.
• 2.3 Communications with us, such as emails, letters, telephone calls, messages sent via our online chat service, social media platforms, or feedback provided to us.
• 2.4 Payment and billing information, such as bank account details, payment card details, and billing address.
• 2.5 Technical and usage information, including traffic data, call records, voicemail recordings, top-up records, and location data.
• 2.6 Device data, such as operating system details and device model if you use our Services via our App. For other devices, information collected through cookies and similar technologies.
• 2.7 Information automatically collected, such as IP addresses and your activity on this Website, through tracking technologies including cookies, web beacons, and similar tools.
• 2.8 End-user data obtained from the content of communications you send or receive using Worktual Services.

3. WORKTUAL’S OBLIGATIONS

• 3.1 Worktual shall use reasonable endeavours to provide the Customer with the Service in accordance with the standard of skill and care expected of a competent telecommunications provider.
• 3.2 The Customer acknowledges that it is not possible to guarantee a fault-free Service. The Services may be affected by factors such as local terrain (including trees, hills, and buildings), weather conditions, electromagnetic interference, and the compatibility or availability of equipment, systems, and third-party services (e.g., Wi-Fi and broadband) used by the Customer.

4. USE OF THE SERVICES

• 4.1 Worktual may suspend the Services in the following circumstances:
  • (a) for any maintenance, modification, or technical failure of the Network;
  • (b) to safeguard the security and integrity of the Network;
  • (c) for any breach of the Customer’s obligations under this Agreement;
  • (d) where it is necessary to comply with law or regulation (including any orders from law enforcement or regulatory agencies);
  • (e) where the Customer has exceeded the credit limit on its account;
  • (f) where the Customer has breached the Fair Use Policy;
  • (g) where the Customer has failed to make payment for the Price Plan and/or any Out-of-Plan Charges;
  • (h) where Worktual receives a chargeback in relation to a Customer’s previous payment; or
  • (i) where the Customer’s Credit Check has been unsuccessful or downgraded to a level which, in Worktual’s sole discretion, is deemed unsatisfactory.
• 4.2 Worktual shall keep all suspensions to a minimum and, where reasonably practicable, provide the Customer with prior notice of such suspensions.
• 4.3 The Customer shall not:
  • (a) use any Equipment or Service for any purpose that may be abusive, a nuisance, illegal, hacking-related, or fraudulent;
  • (b) engage in any activity that impairs the Network;
  • (c) use automated means to make calls; or
  • (d) use the Services in any way inconsistent with good faith commercial practice to the detriment of Worktual.
  • For the avoidance of doubt, the above is not an exhaustive list.
• 4.4 The Services under this Agreement are available only to UK-registered companies and shall be used exclusively for business purposes, not for personal use. The Customer shall provide Worktual with all requested documents promptly to establish and confirm its status as a UK-registered company. If Worktual determines that the Customer is not a UK-registered company, or is using the Services for non-business purposes, Worktual shall be entitled to suspend and/or terminate the Services immediately without liability.
• 4.5 If the Customer does not use the Services for a period of ninety (90) days, Worktual reserves the right, without prior notice, to terminate the Services and delete the Customer’s account.

5. EQUIPMENT

• 5.1 Title to Equipment shall pass to the Customer once Worktual receives full payment for it. For Equipment provided under a license to use or free of charge, title shall pass to the Customer upon delivery. Worktual’s third-party supplier shall bear the risk of loss or damage to the Equipment until delivery to the Customer. From the point of delivery, the Customer shall bear the risk of loss or damage.
• 5.2 The Customer shall notify Worktual in writing within two (2) Business Days of receiving damaged or incorrectly fulfilled new Equipment. Worktual will provide instructions and pre-paid packing for the return of such Equipment to Worktual’s third-party supplier. The Customer shall notify Worktual if Equipment is not received within three (3) Business Days. Upon such notification, Worktual (or its third-party supplier) will investigate the matter and, if necessary, replace the Equipment. If Worktual has proof of delivery, the Customer shall be responsible for the cost of replacement.
• 5.3 Where Equipment becomes faulty due to a defect inherent in the Equipment within the manufacturer’s twelve (12) months warranty period, the Customer shall contact Worktual and follow its reasonable instructions. If required, the Customer shall return the Equipment to Worktual’s third-party supplier at the Customer’s cost, and the third-party supplier shall determine whether to repair or replace the Equipment in accordance with the manufacturer’s warranty. The Customer acknowledges that using Equipment not authorized for the Network may impair the user experience.
• 5.4 Worktual shall pass on to the Customer the benefit of any warranties received from the Equipment manufacturer. The Customer acknowledges that any damage to, or unauthorized attempt to repair, service, or tamper with the Equipment may impair the user experience and void any warranty. Supply of Equipment by Worktual is subject to availability.
• 5.5 If any Customer Equipment is returned to Worktual’s third-party supplier and, upon inspection, the Equipment is found not to be faulty, has been damaged by the Customer, or the warranty has been invalidated, the third-party supplier may charge for handling and inspection. If Worktual incurs any such charges, it shall notify the Customer and is entitled to charge the Customer’s registered credit or debit card for the same amount. By using the Services, the Customer authorizes Worktual to levy such charges.

6. CHARGES

• 6.1 Unless specified otherwise, all Charges stated by Worktual are exclusive of VAT, which will be charged at the current rate. Rounding and minimum charges apply as set out in the applicable Price Plan or Out-of-Plan Charge.
• 6.2
  • (a) A minimum monthly amount for the Price Plan shall be prepaid by the Customer. If the Customer exceeds the allowances within the Price Plan, or uses a service or feature not included in the Price Plan, Worktual shall charge the Customer’s credit/debit card with a minimum amount of £20 (or any other amount set up by the Customer in the My Account section).
  • (b) The Customer shall pay all amounts under this Agreement by credit/debit card or monthly Direct Debit without set-off, unless validly disputed in accordance with clause 6.5. Worktual may, where applicable, retain the Customer’s credit/debit card details and use them in the event that the Customer’s Direct Debit is unsuccessful, or for any other charges under this Agreement.
• 6.3
  • (a) If the Customer orders additional Services, Features, or Price Plans at any time during the month (where such additional Services, Features, or Price Plans are on a monthly rolling basis), a full month’s advance payment will be charged and must be paid immediately by the Customer.
  • (b) Worktual shall use reasonable efforts to ensure all features offered as part of a Price Plan are operational. The Customer acknowledges that certain features may not be available from time to time or at the commencement of the Services, and Worktual will strive to enable such features as soon as reasonably possible.
• 6.4 The Customer acknowledges that they are liable to pay for any third-party Installation Costs and any missed appointments with third-party providers.
• 6.5 If the Customer reasonably disputes an invoice or part of it, they shall notify Worktual in good faith before the next monthly advance payment, providing explicit details of the dispute and the amount they consider due.
• 6.6 If Worktual has not received payment for Charges for any reason, Worktual shall:
  • (a) contact the Customer’s accounts payable department (or other contact provided in writing) to request payment; and
  • (b) be entitled to charge interest on overdue charges at 14% per annum above the Bank of England base rate, together with a fixed sum for debt recovery costs. If Worktual refers non-payment to a third-party collection agency or similar service, the Customer acknowledges that such third parties may take actions resulting in an adverse credit rating, county court judgment, or similar judgments against the Customer.
• 6.7 Where full payment has not been received within seven (7) calendar days of clause 6.6(a), Worktual may, without further notice, take any of the following actions until payment (including interest and recovery costs) is received:
  • (a) withhold any sums and/or Deposits owed to the Customer by Worktual;
  • (b) suspend the Customer’s and/or User’s use of the Services relating to the outstanding Charges; and
  • (c) issue a notice under clause 12.3, provided one of the above actions has been taken.
• 6.8 Worktual may perform credit assessments of the Customer as reasonably required to assess risk. A successful credit assessment may entitle Worktual, at its sole discretion, to offer a level of credit limit on the Customer’s Worktual account (details available on request). Worktual may also request a Deposit payment or an increase in a previously paid Deposit.
• 6.9 The Customer acknowledges that if Worktual incurs chargeback fees from banking institutions due to the Customer’s actions or omissions, the Customer shall be fully liable for such fees, including any other third-party charges incurred.

7. DIRECT DEBIT GUARANTEE

• The Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits. If you request Worktual to collect a payment, confirmation of the amount and date will be provided at the time of the request.
• If an error is made in the payment of your Direct Debit by Worktual or your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society. If you receive a refund that you are not entitled to, you must repay it to Worktual.
• You may cancel a Direct Debit at any time by contacting your bank or building society. Written confirmation may be required. Please also notify Worktual by phone at 15183944040 or email at support@worktual.com.

8. TELEPHONE NUMBERS

• 8.1 Worktual shall allocate telephone numbers to the Customer for use of the Services. The Customer agrees and warrants that the use of these telephone numbers will at all times comply with applicable legal and regulatory requirements. Upon receiving any reasonable instructions from a legal or regulatory authority, Worktual may take appropriate actions to ensure compliance. Where necessary and reasonably possible, Worktual will inform the Customer promptly and will take reasonable steps to minimize any disruption to the Customer.
• 8.2 If the Customer wishes to port a telephone number allocated by Worktual, the Customer must contact Worktual in writing to request whether the port is possible. Worktual will investigate whether the port of the number to the Customer’s nominated operator or service provider is supported and permissible. The Customer acknowledges that any request to port a telephone number is subject to applicable law and regulation. Worktual will provide information regarding the possibility of porting the number within a reasonable time. The Customer understands and accepts that Worktual may not be able to support the porting of certain numbers due to legal, regulatory, or other constraints.

9. SOFTWARE LICENCE

• 9.1 Subject to the terms of this Agreement and any Software Licence provided with the Equipment or Services—whether directly by Worktual or through a third-party licensor incorporated into the Software Licence—Worktual shall grant, or shall ensure that the licensor grants, to the Customer a non-transferable, non-sublicensable, and non-exclusive licence to use the Software in object code form for the Customer’s internal use during the Minimum Term applicable to the Service.
• 9.2 If the Customer is provided with Equipment or Services containing Software subject to a Software Licence and does not accept the terms of that Software Licence, the Customer will not be able to use the relevant features of the Service or Equipment to which the Software Licence applies. By using the Equipment or Service, the Customer is deemed to have accepted all terms and conditions of the relevant Software Licence.
• 9.3 Where Software is subject to a Software Licence, the terms of the Software Licence shall constitute the Customer’s sole rights and remedies with respect to that Software.
• 9.4 The Customer shall not copy, modify, reverse engineer, adapt, translate, decompile, disassemble, make error corrections, licence, sublicense, or resell any Software, in whole or in part, unless expressly permitted by Worktual or required by applicable law.

10. ORDERING & ACCOUNT CONFIGURATION

• 10.1 The Customer shall order Services and Equipment by submitting an order through Worktual’s online ordering system, via email, or by any other means permitted by Worktual. The Customer acknowledges that Worktual is not obliged to accept any order. Any order accepted by Worktual will be conditional upon full prepayment via credit or debit card, with cleared funds received in Worktual’s bank account.
• 10.2 Orders become binding on both Parties from the date of acceptance by Worktual. If acceptance is not expressly communicated, it shall be deemed to have occurred upon dispatch of Equipment or activation of the Service by Worktual.
• 10.3 Upon acceptance of an order, the Customer shall receive an email from Worktual with instructions to complete the required configuration to set up the Customer’s account. The Customer is obliged to provide all requested details to ensure the account is correctly configured. This includes, but is not limited to, setting up end users for each allocated number, Price Plans, features, and other relevant settings necessary to enable the Services. Worktual will use these details to provide the Services and comply with any legal or regulatory obligations, including disclosure of postal address details to the Police or other authorized agencies upon lawful request.
• 10.4 Worktual reserves the right to conduct a credit check on the Customer. If the credit check is unsatisfactory, or if a previously satisfactory credit check is downgraded, Worktual may, at its sole discretion:
  • (a) suspend and/or terminate the Agreement immediately;
  • (b) modify the payment terms of the Agreement; or
  • (c) require the Customer to pay a Deposit. The Deposit will be held by Worktual and may be applied in the event that the Customer fails to pay any Charges under this Agreement. If the Deposit is fully or partially used, the Customer must replenish it in full within three (3) Working Days to restore the Deposit balance. Services suspended due to non-payment will not be reinstated until the Deposit is replenished. Upon termination of the Agreement, Worktual shall refund any remaining Deposit balance within thirty (30) days, subject to the Customer having no outstanding amounts owed to Worktual.

11. SUSPENSION/DISCONNECTION OF SERVICE

• 11.1 Worktual may suspend, cease, or disconnect the Service without prior notice in the following circumstances:
  • (i) the Customer is in breach of one or more terms of this Agreement and has not remedied the breach within thirty (30) days of receiving written notice from Worktual;
  • (ii) the Network breaks down or requires maintenance (Worktual will use reasonable efforts to minimize such occurrences);
  • (iii) any person using the Equipment or Service fails to adhere to the terms and conditions of this Agreement;
  • (iv) the Customer’s use of the Service damages the Network or puts it at risk;
  • (v) the Customer is in breach of any payment or prepayment obligations under this Agreement; or
  • (vi) any other reasons set out in clause 4 or elsewhere in this Agreement.
• 11.2 Suspension or disconnection of the Service does not waive any other obligations of the Customer under this Agreement. The Customer remains liable to pay all Charges, except where suspension or disconnection occurs due to Worktual maintenance of the Network that extends beyond ten (10) days and affects the entire Network. In such cases, Worktual will not charge for the period during which the Customer could not use the Service.
• 11.3 Worktual may apply a reconnection fee where the Service has been suspended or disconnected due to the Customer’s fault, as set out in this Agreement.
• 11.4 Worktual’s rights to suspend the Service under this clause do not affect any other rights Worktual may have under this Agreement to suspend or terminate the Agreement.

12. TERMINATION

• 12.1 The Agreement shall commence on the Commencement Date and continue for the full Minimum Term. At the end of the Minimum Term, the Agreement shall automatically renew for the same period as specified in the Customer’s order confirmation email. If the Customer does not wish for the Agreement to auto-renew, the Customer must access their account in “My Account”.
• 12.2 Each Party may terminate the Agreement, in whole or in part, by providing the other Party with thirty (30) days’ written notice. If the Customer provides valid notice under this clause, they may stop using the Services at any time, but shall remain liable to pay Charges for the Service until the expiry of the Minimum Term.
• 12.3 Each Party may terminate the Agreement, in whole or in part, with immediate effect by serving written notice to the other Party in the following circumstances:
  • (a) if the other Party becomes subject to an Insolvency Event; or
  • (b) if the other Party commits a material breach of this Agreement (provided that, where the breach is capable of remedy, the breaching Party is given thirty (30) days to rectify the breach from the date the non-breaching Party serves notice).
• 12.4 Worktual may terminate the Agreement, in whole or in part, with immediate effect by giving written notice to the Customer where Worktual has suspended the Services under clause 4 or clause 6.8.
• 12.5 Worktual may terminate the Agreement, in whole or in part, with immediate effect if the Customer becomes insolvent or is declared bankrupt.
• 12.6 Worktual may terminate any Service, in whole or in part, by giving thirty (30) days’ written notice that the Service will no longer operate.
• 12.7 Unless Worktual notifies the Customer otherwise, any content services included in the Customer’s Price Plan shall commence on the Commencement Date, regardless of when the Customer begins using the content service, and shall end after the Minimum Term specified in the Commercial Terms. If a content service is included in the Customer’s Price Plan but is provided for less than the Minimum Term, the content service may convert to a monthly paid subscription from the date it ends unless the Customer cancels it.

13. CONSEQUENCES OF TERMINATION

• 13.1 Subject to clause 21.2, on termination of the Agreement (in whole or in part), the following shall apply to the terminated portion:
  • (a) The Customer shall immediately cease use of the Service(s) and Software;
  • (b) Worktual shall cease provision of the Service(s);
  • (c) The Parties shall promptly, upon request, return or destroy all Confidential Information (except for one copy retained solely to ensure compliance with this Agreement) and provide written confirmation of such actions;
  • (d) The Customer shall immediately return any hardware provided under licence in good working order and condition. If the hardware is not returned, the Customer shall be liable for its replacement costs;
  • (e) The Customer shall pay Worktual all sums due, including any applicable Recovery Charge.
• 13.2 Except where the Customer validly terminates the Agreement, a Price Plan, or a Connection in accordance with clauses 12.3 or 15.3, or where Worktual terminates the Agreement, a Price Plan, or a Connection in accordance with clause 11.2, if a Connection or Price Plan is terminated prior to the expiry of the Minimum Term, the Customer shall pay Worktual a Recovery Charge.
• 13.3 If the Customer validly terminates the Agreement, a Price Plan, or a Connection in accordance with clauses 12.3 or 15.3, the Customer shall not be liable for the Recovery Charge but may still be required to pay for any hardware provided. Worktual will specify the original value of the hardware, less any initial payment made by the Customer, multiplied by the number of months remaining until the end of the Minimum Term, which will constitute the amount payable to Worktual.
• 13.4 If the Customer has paid a Deposit and there are outstanding Charges or other amounts due under the Agreement after termination, Worktual may, at its sole discretion, deduct the full amount owed from the Deposit. If the Deposit is insufficient to cover the outstanding amounts, Worktual reserves the right to initiate legal and/or recovery proceedings to recover the remaining balance in accordance with the Agreement.

14. INTELLECTUAL PROPERTY

• 14.1 The Intellectual Property Rights (IPR) that exist in, or are created by, Worktual during the provision of the Services, Software, and Hardware are owned by Worktual or its licensors. Except as necessary to use the Services in accordance with this Agreement, no other rights, licences, or transfers are granted or implied under such IPR. The Customer shall not take any action that may jeopardise Worktual’s or its licensors’ IPR.
• 14.2 The Intellectual Property Rights relating to the Customer’s documentation, processes, procedures, know-how, and any other materials to which the Customer has title are owned by the Customer or its licensors. Except as necessary for use permitted under this Agreement, no other rights, licences, or transfers are granted or implied under such IPR. Worktual shall not take any action that may jeopardise the Customer’s or the Customer’s licensors’ IPR.
• 14.3 Subject to the remainder of this clause, Worktual shall indemnify the Customer for all losses, including reasonable professional costs, payable to a third party arising from any proven infringement of third-party IPR directly resulting from the Customer’s use of the Equipment or Services under this Agreement (a “Relevant Claim”), up to an amount equal to the total paid by the Customer in the three (3) months prior to the claim. The Customer shall:
  • (a) promptly notify Worktual in writing of any Relevant Claim, providing full details and considering any deadlines;
  • (b) not admit liability or take any action that may prejudice the defence of the Relevant Claim without Worktual’s prior written consent;
  • (c) provide Worktual with all reasonable assistance to defend the claim;
  • (d) mitigate losses resulting from a Relevant Claim; and
  • (e) grant Worktual sole authority to conduct the defence of the Relevant Claim.
  Worktual shall have no liability under this clause if the Relevant Claim arises from or relates to:
  • (a) the use of Equipment, Services, or Software not provided by Worktual;
  • (b) Worktual’s compliance with the Customer’s requirements, designs, or instructions;
  • (c) the combination of Services or Hardware with products or services not provided by Worktual;
  • (d) use of the Services or Hardware not in accordance with Worktual’s instructions or this Agreement;
  • (e) modifications to the Services or Equipment by the Customer or a third party;
  • (f) a breach by the Customer, Customer affiliate, or User of this Agreement; or
  • (g) use of any Equipment or Service after a later release is made available by Worktual and communicated to the Customer to avoid a Relevant Claim.
  This indemnity shall constitute the Customer’s sole remedy for any Relevant Claim.

15. CHANGING THIS AGREEMENT

• 15.1 Worktual may change this Agreement—including changes to or the introduction of new Charges, or changes to, withdrawal of, or introduction of Services or third-party services—where required:
  • (a) to comply with applicable law or regulation;
  • (b) due to changes imposed by a third-party supplier; or
  • (c) due to changes in Worktual’s operations or services.
• 15.2 Worktual shall provide the Customer with as much written notice as is reasonably practicable of any change made under clause 15.1. Worktual is not required to notify the Customer of changes related to third-party services that the Customer does not regularly use, but shall, where applicable, update the relevant Price Plan Guide on www.worktual.co.uk. Worktual may update or withdraw its Services without notice only if, in Worktual’s reasonable opinion, such changes do not cause the Customer significant detriment.
• 15.3 The Customer may terminate the affected part of the Agreement where a change under clause 15.1(b) or 15.1(c) causes material detriment that cannot be reasonably offset by Worktual, by providing thirty (30) days’ written notice to Worktual. This right to terminate ends thirty (30) days after the effective date of the change. For the purposes of this clause, “material detriment” includes:
  • (a) an increase in the Customer’s UK monthly Charges of more than 100% within a twelve-month period;
  • (b) a significant increase in the Customer’s monthly inclusive Price Plan Charges; or
  • (c) withdrawal of the core Services.
  This clause does not apply if the change or withdrawal relates to a third-party service that the Customer may stop using or cancel without terminating this Agreement.
• 15.4 Except as set out in clause 15.1, any changes to this Agreement must be made by written agreement between both Parties.

16. CONFIDENTIALITY

• 16.1 Neither Party shall disclose the confidential information of the other Party to any third party during the term of this Agreement and for three (3) years following its termination, except as permitted below. A Party may disclose confidential information to its directors, officers, employees, contractors, or advisors where necessary to fulfil the purpose of this Agreement, provided that such recipients comply with the obligations of this clause 16.
• 16.2 Confidential Information does not include information that:
  • (a) is publicly available other than through a breach of this Agreement;
  • (b) is lawfully in the possession of the receiving Party prior to disclosure under this Agreement;
  • (c) has been obtained from a third party who is free to disclose it;
  • (d) is independently developed without access to the Confidential Information; or
  • (e) is required to be disclosed by law or a regulatory authority.
• 16.3 Upon written request, a Party shall, as soon as reasonably practicable, return all confidential information (to the extent technically possible) to the Disclosing Party. The Receiving Party may retain confidential information as required by law or for archival purposes. The obligations of this Agreement shall continue to apply to any retained confidential information.

17. DISCLAIMER OF WARRANTIES

• 17.1 The Software is provided on an “AS-IS” and “AS-AVAILABLE” basis. To the maximum extent permitted by law, Worktual disclaims all warranties, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, completeness, quality, usefulness, and quiet enjoyment. Worktual makes no representations or commitments regarding the content, functionality, or performance of the Software or Services. Worktual specifically disclaims any warranty that:
  • (a) the Services or Software will meet your requirements or will be continuously available, uninterrupted, timely, secure, or error-free;
  • (b) the results obtained from the use of the Services or Software will be effective, accurate, or reliable;
  • (c) the quality of the Services or Software will meet your expectations; or
  • (d) any errors or defects in the Services or Software will be corrected.
• 17.2 Worktual specifically disclaims all liability for any actions arising from your use of the Services or Software, including liability associated with any Open Source Software. You use and access the Services or Software at your own discretion and risk and are solely responsible for any damage to your computer system or loss of data resulting from such use or access.

18. LIABILITY

• 18.1 Nothing in this Agreement limits either Party’s liability for:
  • (a) death or personal injury resulting from negligence;
  • (b) claims arising from non-payment;
  • (c) liability for fraud or fraudulent misrepresentation; or
  • (d) any liability that cannot be limited or excluded by law.
• 18.2 Except for the Customer’s obligations to pay Worktual under this Agreement, and except as set out in clause 17.1, each Party’s liability under this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, indemnity, or otherwise:
  • (a) is excluded for:
    • (i) any loss (direct or indirect) of profit, revenue, business, data, anticipated savings, or goodwill; and
    • (ii) any indirect or consequential losses, whether or not such losses were contemplated;
  • (b) for all other losses, is limited in total to the lower of:
    • (i) 100% of the Charges paid by the Customer in the first twelve (12) months of the Agreement; or
    • (ii) if the Agreement has been in effect for less than twelve (12) months, the average monthly Charges payable from the Commencement Date to the date of the first claim, multiplied by twelve (12).
• 18.3 Unless expressly provided in this Agreement, all other warranties, terms, conditions, statements, and representations, whether expressed or implied by statute, common law, custom, usage, or otherwise, are excluded to the fullest extent permitted by law.

19. TRANSFERRING THIS AGREEMENT

• 19.1 Worktual may transfer, novate, or assign this Agreement (in whole or in part) without the Customer’s consent to any third party, including but not limited to:
  • (a) a company within the Worktual Group; or
  • (b) a debt collection agency where Worktual has terminated this Agreement due to the Customer’s non-payment.
• 19.2 Worktual may engage subcontractors to perform any of its obligations under this Agreement.
• 19.3 Unless expressly provided in this Agreement, no term is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

20. DATA PROTECTION

• 20.1 Both Parties shall comply with all applicable privacy and data protection laws. The Customer acknowledges that Worktual will process personal data and traffic data when providing the Services, and that Worktual acts as the Controller of such data under all relevant laws, including the General Data Protection Regulation (EU).
• 20.2 Where required, the Customer authorises Worktual to process such data and agrees to notify Users that Worktual may:
  • (a) process data to maintain the security, integrity, and quality of the Network, including interception, monitoring, or recording of communications as permitted by law;
  • (b) process data for market research and analysis to develop Worktual’s products, without sharing personal data with third parties or making it public; and
  • (c) disclose data to third parties only:
    • (i) if required by applicable law or regulation; or
    • (ii) where third parties are subcontracted processors engaged by Worktual.

21. NOTICES

• 21.1 All notices to Worktual under this Agreement must be in writing and sent to the Legal Department at Worktual’s registered office: Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR. All notices to the Customer must be in writing and sent to the Customer’s address, main contact mobile number (via text), or email address as set out in the Commercial Terms. Notices will be deemed received:
  • (a) Two (2) working days after dispatch for postal notices; and
  • (b) Upon sending text messages or emails, unless the time of delivery can be proven otherwise.

22. MISCELLANEOUS

• 22.1 Neither Party shall lose any right under this Agreement by failing or delaying to exercise it. Any waiver of a right must be in writing and shall not constitute an ongoing waiver unless expressly stated.
• 22.2 Termination of this Agreement (in whole or in part) shall not affect accrued rights or liabilities. Any provision intended to continue after termination shall remain in effect.
• 22.3 This Agreement is governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England.
• 22.4 Subject to clause 19.1, this Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, warranties, or understandings, whether written or oral.
• 22.5 The Customer shall ensure its systems, equipment, and processes are compatible with the Services. Worktual is not liable for supporting incompatible systems, but will use reasonable efforts to advise the Customer of relevant requirements.
• 22.6 If any provision is illegal, invalid, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or deleted if modification is not possible, without affecting the validity of the remaining provisions.
• 22.7 Equipment and Services used by the Customer but not specified in the Commercial Terms shall be governed by this Agreement unless otherwise agreed.
• 22.8 Both Parties shall use reasonable efforts to resolve disputes. The Customer may refer to Worktual’s complaints procedure at www.worktual.co.uk. Nothing prevents either Party from seeking remedies through the courts.
• 22.9 Neither Party is liable for failure or delay due to causes beyond its reasonable control. Performance resumes after the cause ends, with time extended accordingly. If delay persists for more than thirty (30) days, the unaffected Party may terminate the Agreement with written notice.
• 22.10 The Customer shall back up data, protect against data loss, and maintain the confidentiality of passwords.

23. EMERGENCY CALLS

• 23.1 Worktual supports calls to emergency services, allowing most Customers to call 999. Customers using IP phones or other softphones can dial 999 directly. Customers using virtual extensions or smartphone apps cannot call 999 directly through Worktual. Customers should not rely solely on Worktual for emergency calls and must have alternative methods available. Calls may be impacted if broadband, ISP, or Wi-Fi is unavailable.
• 23.2 Customers must provide full and accurate location details (including postal address) for all users and maintain these details at all times. To update location details, Customers should contact Worktual’s customer service department. Accurate location details are required by law to provide emergency services with correct information.