GoHello™ Terms & Conditions Agreement ("Agreement")

i. On behalf of GoHello Ltd and the Services provided under the trade name “GoHello™” we are pleased to welcome you as a new customer to use the all-mobile telephone system for Business. We advise You to carefully read all the Terms and Conditions set out in this Agreement and to refer to www.GoHello.com for additional information and reference material. We would be pleased to clarify any of the Terms and Conditions set out in this Agreement. Please do not hesitate to contact us if you require any further explanation or assistance prior to signing this Agreement via support@GoHello.com.

ii. This Agreement does not amend, substitute in part or full or replace or seek to change the contractual relationship or the Terms and Conditions You agreed with your Mobile Network Operator. The limitations and exclusions of warranties, liability and remedies as set out below will apply to GoHello Ltd, its appointed representatives, agents and GoHello™ for the provision of the Services which are encompassed by the Terms and Conditions of this Agreement.

iii. In order to use the GoHello™ Service and any Software associated with it You must agree to the terms and conditions that are set out below. By downloading the Software and using the Service You expressly agree to be bound by these Terms and Conditions and future amendments and additions to these Terms and Conditions as published from time to time at www.GoHello.com.

1. Definitions

1.1. "You” and “your” shall mean a person, group of persons, company, holding company, association, union, government body or any other entity that has fully and legally acquired the rights to use the Service. For the avoidance of doubt such group shall be represented as one single entity under all terms of this Agreement, and no claims may be brought individually. The Services offered under the trade name “GoHello™” is provided to Business users only.

1.2. “We”, “our” and “us” shall mean GoHello Ltd, whose offices are at 93-95 Gloucester Place, London W1U 6JQ, England.

1.3. “GoHello™” is the trade name of a combination of technologies, software and network services that are combined to provide an Enterprise class software Switchboard, Interactive Voice Response services, Online Control panel and fixed line main number handling (either new or ported).

1.4. “Service” means a subscription service for use of GoHello™ provided by GoHello Ltd.

1.5. “MNO” means Mobile Network Operator.

1.6. “Fair Use Policy” (FUP) sets out the usage parameters that GoHello™ requests that You follow during your use of the Service. A more detailed explanation of the FUP is provided via www.GoHello.com.

1.7. “Extension Packages” can be purchased in various quantities by customers to obtain additional call packages to meet inbound telephone demand. Please refer to www.GoHello.com to select the Extension Package suitable to meet your requirements.

1.8. “Main Number” is a fixed line number provided by GoHello Ltd or a GoHello Ltd partner or allocated by GoHello on behalf of the aforementioned.

1.9. “Mobile Phone Service” is the service provided by Your Mobile Phone Operator under an entirely separate agreement to this Agreement.

1.10. “Account” holds the GoHello™ credits You purchased to use the Service. The Service will be available when credits are received on Your account.

1.11. “Contract” is created when You download the software and register to use the GoHello™ Service using your existing mobile phone number.

1.12. “Standard Published Rates” are available on www.GoHello.com and amended from time to time in accordance with company policy and prevailing market conditions.

1.13. “Credits” are purchased to activate and or maintain GoHello™ Service continuity. Please refer to www.GoHello.com to view our Published Rates and Credit Refund policy.

1.14. “Credit Refund Policy” means GoHello’s policy on refunding Credits as set out at www.GoHello.com.

1.15. “Roaming” occurs when you place or receive calls whilst outside of Your designated MNO’s domestic network.

1.16. “Representatives & Agents” are individuals, companies, organisations, partnerships, bodies and associations recognised by GoHello Ltd who have entered into a formal agreement to market, sell, support, administer or act on behalf of GoHello Ltd encompassed by the Terms and Conditions and Service offered by GoHello™

1.17. “GoHello Ltd” when referred to in this Agreement incorporates GoHello Ltd, its appointed representatives, agents and GoHello™

1.18. “Privacy Policy” sets out the boundaries, terms and conditions under which GoHello Ltd will hold safe information encompassed by this Agreement and defines the procedure that would be invoked if ordered to release such information in part or entirety by a Court of competent jurisdiction, Law Enforcement or Government Agency and is set out at www.GoHello.com.

1.19. “Complaints Policy” describes in sufficient detail the procedure to follow to forward a complaint regarding any part or aspect of the Service. GoHello Ltd reserves its rights and will only respond to written complaints set out in the form published in the Complaints Policy which can be found on www.GoHello.com.

2. Agreement

2.1. The Terms and Conditions set out in this Document and all related forms and web pages referred to herein constitute a legal Agreement between You and GoHello Ltd for the delivery of the Service. This Agreement is a service agreement for GoHello™ Services which is set out in more detail on GoHello™ website at www.GoHello.com. Please read it carefully before accepting it.

3. Compliance with Applicable Laws

3.1. By entering into this Agreement You expressly confirm that You are legally entitled to enter this Agreement.

3.2. If You reside in a jurisdiction where it is forbidden to use mobile services by law or regulation You may not enter into this Agreement and You may not use the Service. By entering into this Agreement You expressly state that You have confirmed that your use of the Service is permitted.

3.3. If You live in a jurisdiction which restricts the use of mobile services because of age, or restricts the ability to enter into agreements such as this one due to age, You must abide by such age limits and You must not use the Service.

3.4. Emergency 112, 911, E-911, 999 and other emergency services are NOT PROVIDED with the Service.

3.5. GoHello™ is a complement to, not a replacement for, your ordinary mobile telephone service. NEITHER 112 NOR 999 NOR 911 NOR E-911 SERVICE NOR OTHER EMERGENCY SERVICE IS AVAILABLE THROUGH THE GOHELLO™ SERVICE ON ITS OWN. However you can reach those services using your mobile phone by placing emergency calls via your mobile provider under the service agreement between You and the MNO.

4. Compatible Handset

4.1. For some GoHello™ features You may only use the Service with compatible handsets or devices identified on our website www.GoHello.com. GoHello Ltd is not liable if You do not have a compatible handset or devices or if You have downloaded the wrong version of the software for your handset. GoHello Ltd reserves the right to terminate this agreement should you be using the Service with a handset or device that is not identified on the website as compatible.

4.2. The list of compatible handsets or devices may be changed from time to time, entirely at GoHello Ltd's discretion, so You should check the GoHello™ website regularly to determine if any changes have been made or announced.

5. You Agree that:

5.1. You will only use the Service for lawful purposes. You will not use the Service for sending or storing any unlawful material or for fraudulent purposes.

5.2. You will not use the Service to cause nuisance, annoyance or inconvenience.

5.3. You will not impair the proper operation of the network.

5.4. You will not try to harm the Service in any way whatsoever.

5.5. You will not copy, or distribute services or content without written permission from GoHello Ltd.

5.6. You will only use the Service for your own use and will not resell it to a third party.

5.7. You will keep secure and confidential your account password(s) or any identification(s) we provide You which allows access to the Service.

5.8. You will provide us with whatever proof of identification We may reasonably request.

5.9. You will only use a MNO which You are authorised to use.

5.10. You will answer truthfully if We request You to state your line of business.

5.11. You are not using GoHello™ as a private person or for private use of any kind.

5.12. You are a business that does not fall outside of our Fair Use Policy.

5.13. You are a business that resides in a Country where GoHello™ is available. Availability is stated on www.GoHello.com.

5.14. You will not access any age restricted services if You are under age, nor will You allow any other person to do so.

5.15. When using the Service You agree to comply with all Statutory and Applicable laws from your home nation, the country in which You reside, or the country in which You are present while using the Service.

6. Your Contract

6.1. When You download the software You will have to register using your existing mobile phone number and an account will automatically be generated. We may use this number to identify You, to contact You via SMS and or change these Terms and Conditions and or to forward calls to You.

6.2. When signing up for an account, or if We reasonably require it, We reserve the right to contact a credit agency to check your credit rating. This may result in your account being limited or not accepted at all.

7. GoHello™ Charges

7.1. You will be charged our standard published rates for the Service. The Service operates on a prepay basis and GoHello Ltd automatically charges your credit card or sends an invoice upon renewal of your contract. If You use credit card payment You will be prompted several times according to normal opt out practice for credit card payments to opt out of the extension of the contract if You do not want to extend or automatically renew the GoHello™ contract.

7.2. If You pay using credit card you will receive an mail with a link to a web-site where you can download the invoice associated to the credit card payment. This happens every time You pay or We automatically debit your credit card for the coming subscription period.

7.3. If You pay by invoice the Service subscription will only be activated after GoHello Ltd has received payment in full for the invoice. No credit is provided at any time and under any circumstances.

7.4. Indicative Charging Rates can be obtained on request from support@GoHello.com. Rates may be changed from time to time, entirely at the discretion of GoHello Ltd.

7.5. If You fail to pay the charges due or if You have no credit in your Account the Service or parts of the Service may not work.

7.6. When using payment by credit card you have accepted the payment once you have finalised the payment procedure. The purchase cannot be fully or partly annulled, unless You can prove that errors has occurred that You are not responsible for yourself.

7.7. When using payment by credit card you must at all times keep your credit card information up to date. If Your credit card data is incorrect, the credit card has expired or is otherwise obsolete GoHello™ cannot debit the amounts due and the service may be deactivated by GoHello. We will inform you in emails about the problems receiving payments due and You are obliged to update the information on the GoHello™ web-site as instructed in the emails. If you fail to update the credit card information within the given time frames in the email We may deactivate the GoHello™ service until you enter new valid credit card information.

7.8. You can at any time delete your credit card information at the GoHello™ web-site. If You delete your credit card information and do not enter a new credit card Your GoHello™ account will be set inactive at the last day of the subscription period paid for.

7.9. The Service is a complementary service to the mobile telephony service You currently receive from your MNO. You will still have to pay your normal mobile phone service charges. GoHello Ltd is not liable for any rates or charges due to your Mobile Phone Operator or Service provider.

7.10. If you choose certain contract durations for Your GoHello subscription discounts can be made available to You. If You choose to terminate your GoHello subscription before the end of the binding period You agree to pay the difference between the discounted price You got when signing up for a specific period of time and the price that applies to the period of time you have actually been a customer. GoHello may also charge a handling fee for terminating the GoHello™ service prior to the agreed date.

8. Account Use and Activation

8.1. When you purchase credit, your account will be updated and the Service will be activated. You will not therefore be able to cancel this Agreement under distance selling regulations.

8.2. You may have several handsets or devices associated with an account registered at any one time.

8.3. You are responsible for the use of the Service and payment thereof. You are responsible for ensuring the security of your user account details and password and You are responsible for all activities conducted including any charges incurred by using your account even if this occurs without your permission.

8.4. You agree immediately to notify GoHello Ltd in writing by email to support@GoHello.com of any fraudulent or unauthorised use of your account or of any suspected compromise of your password or your user account details. GoHello Ltd reserves the right to change your password. GoHello Ltd is not liable for any damages that may result from loss or theft or change of your password.

9. Main Number

9.1. GoHello Ltd can provide You with a main number. This is a fixed line number provided by GoHello Ltd or a GoHello Ltd appointed partner or agent. Calls to the main number will be connected to the registered receptionist’s mobile phone. You have exclusive right to use the number for the entire duration of the contract.

9.2. If You fail to renew your contract the number may be reused and offered to other customers and You will not have access to use the number again unless You notify us in writing by email to support@GoHello.com of your intention to port the number at the time of contract termination.

10. Number Porting

10.1. If You port (transfer) your fixed line main number for use by the Service You allow GoHello Ltd to move your existing fixed main telephone number to GoHello Ltd or a GoHello Ltd partner and You expressly agree to port your number as and when directed by us. We will issue You the necessary documents and instructions and assist You with the porting process. A porting charge may apply.

11. Fair Use Policy

11.1. You will not use WITHOUT THE PRIOR WRITTEN CONSENT OF GOHELLO LTD the Service for any company or group or activity that can be classified as call centre, support centre, outsourcing of receptionist service, telephone marketing, telephone selling or any other form of business or service or organisation that relies upon a highly disproportionate volume of in-bound telephone calls in relation to the number of employees of the company, association or organisation on its main number.

11.2. If your inbound call traffic on the main number exceeds the expected level We will offer You Service extension packages allowing for the extra inbound traffic. Accepting an Extension Package for an “Agreed Volume” of calls to cater for Your estimated volume of inbound traffic will maintain Service provision to You and reviewed as required at the sole discretion of GoHello Ltd.

11.3. If You fail to comply to the Fair Use Policy and You do not accept the proposed extension packages to solve the breach of the Fair Use Policy we may terminate the Service with immediate effect.

12. Roaming

12.1. Roaming charges apply in full if mobile phones are placing or receiving calls whilst outside of the MNO’s domestic network.

13. Mobile Phone Services

13.1. The Service is used together with mobile phones. All mobile phones must be Provisioned and Paid for SEPARATELY from this agreement. Your mobile phone operator may also charge You additional subscriptions in order to enable your mobile phone(s) to be compatible with the Service.

13.2. Sometimes certain mobile network services are required to be enabled on your mobile phone before the Service is fully functional. These services may include explicit call transfer (GSM 02.91) or DTMF/USSD based transfer commands. Sometimes it may be impossible to use the Service if these services are not made available by your MNO on your mobile phone.

13.3. Sometimes certain mobile networks make presence, mobile phone status and other handset information available for You. When subscribing to GoHello™ You accept that GoHello™ can receive this kind of information about Your mobile phones in an centralised fashion and distribute the information to Your control panel, switchboard, statistics engine and other GoHello™ applications that you subscribe to. The information may also be used as parameters for services and applications that You subscribe to. We may use your information in an anonymous fashion for statistical purposes, but cannot in any way publish, use or distribute Your information.

14. Directory Listings

14.1. We will enter your main number in GoHello™ and third party Directories. You may choose to opt out of this free service during the web based registration process or on the “My Account” page of the GoHello™ website or in writing by email to support@GoHello.com at any time.

15. Marketing

15.1. In order for the Service to be provisioned to You at competitive market rates GoHello Ltd reserves the right to facilitate selected advertising campaigns and marketing initiatives supplied through the Service and other mechanisms.

15.2. We intend that any such advertising campaigns and marketing initiatives shall fall within GoHello Ltd Marketing Policy which is available on request by sending an email to support@GoHello.com. Advertising and marketing programmes will adhere to GoHello Ltd Marketing Policy and will be discrete and of interest to GoHello™ Service customers. By agreeing to these Terms and Conditions You agree to receive such advertising and marketing initiatives.

15.3. If You do not want to receive GoHello™ Services advertising campaigns and marketing initiatives You should notify us in writing by email to support@GoHello.com. We may compile and release information regarding You and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis.

15.4. We may from time to time send You information about GoHello™ products and services and important updates. If You do not want to receive information about GoHello™ additional products and services You should contact us in writing by email to support@GoHello.com.

15.5. GoHello Ltd reserves the right to send You information regarding 3rd party products and services. If You do not want to receive information about 3rd party products and services You should contact us in writing by email to support@GoHello.com.

15.6. GoHello Ltd may limit, suspend or terminate the Service and this Agreement if we think You are in breach of these Terms and Conditions, or engaging in illegal activities. We shall provide notice to You via the email address You have provided and/or may prevent You from accessing the account and the Service.

15.7. If GoHello Ltd reasonably believe the information supplied to us has been given without the knowledge of the person named or it is unauthorised or contains false particulars, we may delay, suspend or terminate the Service. Under these circumstances You shall have no right, and shall make no claim against us.

16. Refund Policy

16.1. If the Services is terminated by either party You may request a refund for the unused period by sending an email to accounts@GoHello.com with your full details. Refunds will only be available for credit purchased directly by You and not through any special offers, prepaid cards, vouchers or similar indirect mechanisms. Administration charges may apply if the Service is terminated for Cause or for balances under £100.00.

17. Assignment Of Rights

17.1. You may not assign your rights to any other party whatsoever under this Agreement unless expressly agreed in writing by GoHello Ltd or its nominated agents to You. We may assign any and all rights under this agreement to any company controlled by GoHello Ltd or any party that controls GoHello™ or GoHello Ltd.

18. Ownership

18.1. All intellectual property rights in GoHello™ and the Service are the property of GoHello Ltd. The supply of the Service does not imply any transfer of any intellectual property rights or parts thereof.

18.2. The Service is copyright GoHello Ltd 2001-2008. GoHello™ and GoHello are trademarks of GoHello Ltd in all territories.

19. Privacy

19.1. We take our customers' privacy seriously. Please read our privacy policy at www.GoHello.com. Whilst we respect the privacy of our customers, calls made to the Service may be subject to interception by law enforcement agencies, the Courts and government bodies as and when and where allowed by and/or directed by law.

20. Complaint Resolutions

20.1. We value our relationship to You and would encourage You to forward any advice, feedback, concerns or complaints you might have about the Service to support@GoHello.com. If you require further information or you wish to initiate GoHello™ complaints escalation procedures then please refer to our Complaints Policy on www.GoHello.com.

21. No Warranty

21.1. GoHello Ltd endeavours to provide the Service with minimum disruptions, however We cannot guarantee the Service will be fault free and You agree to accept the Service as provisioned to You by GoHello™. We reserve the right to immediately suspend the Service for technical, operational or for any other unforeseen reason. If unforeseen circumstances arise GoHello Ltd and or GoHello™ reserves the right to withdraw the Service and any additional services at its sole discretion.

21.2. The Service is provided to You on an "as is" basis, and your use of the Service is at your own risk.

21.3. GoHello Ltd does not make, and hereby disclaims, any and all warranties of any kind, whether express or implied, including, but not limited to, any warranty of fitness for a particular purpose; merchantability; title or non-infringement; or any warranty arising from any course of dealing, usage or trade practice. GoHello Ltd and or its appointed representatives and or agents do not warrant that the Service will be uninterrupted, error-free, or completely secure.

21.4. GoHello Ltd reserves the right to amend in part or full the terms and conditions set out in this Agreement. You should check periodically with GoHello™ website to ascertain if any changes have been scheduled, announced or made. We will endeavour to provide 30 days advance notice for significant changes, either by posting such notice on our website, and or by contacting You directly.

22. Limitations on Liability and Product Liability

22.1. Except in the case of liability within the scope of clause 22.1 the maximum aggregate liability of GoHello to You for losses or damages suffered in respect of all claims under the Agreement shall be limited to £10,000 in the year in which the claim is made.

22.2. Nothing in this Agreement shall apply so as to restrict either party's liability to the other for death or personal injury caused by its own negligence or fraud.

22.3. Neither party shall be liable to the other for loss of business or profits, additional and or/administrative costs and expenses and/or indirect or consequential loss or damage including indirect loss of profits, business, contracts, revenues or anticipated savings, loss of use or goodwill.

22.4. GoHello Ltd shall be liable for defects in products pursuant to the mandatory provisions of the Consumer Protect Act 1987 only. GoHello Ltd disclaims any other kind of liability for damage or injury caused by a defective product on any other basis. You shall, without undue delay, notify GoHello Ltd in writing of any damage or injury caused by a defective product, of any claim advanced by third party, of any such damage or injury, or of any risk that such damage or injury may occur. You agree to fully indemnify GoHello Ltd from and against all actions, claims, demands, proceedings which may be brought against GoHello and all losses, costs, charges, damages and expenses which GoHello may incur or sustain as a result of any breach of the Consumer Protection Act 1987.

23. Limitation Of Remedies

23.1. The service charge credits listed in the Credit Refund Policy are the sole and exclusive remedies available to You for any failure by GoHello Ltd and GoHello™ to comply with its obligations under this Agreement, whether such failure results in downtime, network congestion or outages, or any other service disruption or failure.

24. Entire Agreement/Severability

24.1. These Terms and Conditions and all additional terms and conditions as explicitly identified on the GoHello™ website constitute the entire Agreement between You and GoHello Ltd and GoHello™ . Should any terms of the Agreement be declared void or unenforceable by any arbitrator, regulator or court of competent jurisdiction, such terms will be amended to achieve as nearly as possible the same economic effect as the original Agreement, and the remainder of the Agreement will remain in full force and effect.

25. Force Majeure

25.1. GoHello Ltd will not be liable for any failure to perform under this Agreement caused, directly or indirectly, by factors beyond its reasonable control, including any acts of God, earthquake, flood, embargo, riot, war, sabotage, terrorist attack, labour shortage or dispute, governmental act or failure of any third-party service or network.

26. Changes in Regulation

26.1. You and GoHello Ltd understand that regulators or other bodies of competent legal jurisdiction may impose regulations on telephony services. If new regulations are imposed on GoHello Ltd then GoHello Ltd is authorised to make changes to this Agreement that reflect the new regulations, and will post such changes on its corporate website and send You email and or SMS notices.

26.2. GoHello Ltd retain the right to pass on to You any new regulatory fees or taxes or any other form of financial levy, duty or tariff that may be imposed by law or regulation.

27. Governing Law and venue

27.1. This Agreement is governed by the laws of England and Wales. We and you submit to the exclusive jurisdiction of the English Courts.

28. Electronic Documents

28.1. Any references in the Agreement to any forms, documents or instruments shall be deemed to refer to the same in both paper and electronic form.

29. Company Details

29.1. GoHello Ltd, Company number 06544689, whose main place of business is 93-95 Gloucester Place, London W1U 6JU England