Terms of Use

Last Updated: 18th August 2026

These Master Terms and Conditions are between RocketPhone.ai Limited, company number 09888132, whose registered office is at 25 Office No 721, Old Broad Street, London, England, EC2N 1HN (RocketPhone, we, us or our), and the business identified in the applicable Order Form (Customer, you or your).

RocketPhone.ai (the Service) is a platform for the provision of telephony, mobile communications, communication analytics and automation to be managed by the Customer and its Users and accessed by Callers.

IMPORTANT INFORMATION

THE USE OF THE SERVICE WILL RELY ON THE AVAILABILITY OF THE CUSTOMER'S DEVICES, HARDWARE, PHONE OR DATA NETWORK AND INTERNET PROVIDER. ANY RESTRICTION OR FAILURE IN THOSE SERVICES OR DEVICES MAY LIMIT THE QUALITY OR AVAILABILITY OF THE SERVICE.

By signing or accepting an Order Form, accessing the Service or allowing a User to use the Service, the Customer agrees to the Agreement. If the Customer does not agree, it must not accept an Order Form or access or use the Service.

Agreement structure

0.1 The Agreement comprises:

(a) each Order Form or set of Commercial Terms;

(b) any Service-Specific Terms, including Schedule 1 (RocketCell Terms);

(c) the Service Level Agreement;

(d) these General Terms;

(e) any applicable Price Plan Guide, Fair Usage Policy, Acceptable Use Policy and RocketPhone Standard List Price;

(f) the Data Processing Agreement and Privacy Policy; and

(g) any other document expressly incorporated into the Agreement.

0.2 If there is an inconsistency, the Order Form prevails. The Data Processing Agreement prevails in relation to the Processing of Personal Data, and the Service Level Agreement prevails in relation to service levels and service credits. Subject to those documents, Part A prevails over Schedule 1 unless a provision of Schedule 1 expressly identifies the Part A provision it overrides. Any applicable Price Plan Guide or Fair Usage Policy prevails only in relation to RocketCell pricing, allowances, roaming, out-of-bundle charges or another matter which it expressly states that it governs.

0.3 Part A applies to all Services, including RocketCell. Schedule 1 supplements Part A and does not amend, disapply or override Part A except where a provision of Schedule 1 expressly identifies the Part A provision it overrides. Any such override applies only to RocketCell and only to the extent expressly stated. Unless Schedule 1 expressly states otherwise, references in Schedule 1 to the Services, the Agreement or the Customer's account mean RocketCell and the RocketCell-related part of the Agreement only.

0.4 The Agreement is a business-to-business contract. The Customer confirms that it is not contracting as a consumer.

Part A - General Terms

1. Definitions and interpretation

1.1 In this Agreement the following terms shall have the following meanings unless the context requires otherwise:

Act: means the Communications Act 2003.

Applicable Communications Law: means the Act, the Ofcom General Conditions of Entitlement, the National Telephone Numbering Plan, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other law, regulation, licence condition, regulatory direction or code applicable to the provision or use of an electronic communications service.

Agreement: means the documents listed in clause 0.1 which together form the agreement between RocketPhone and the Customer.

Application: means RocketPhone.ai and any other websites, administration tools and/or software applications to be provided by us, or our authorised partners, to you.

Artificial Inflation of Traffic: means any situation where the Service experiences unusual call patterns that are disproportionate to the overall amount of usage as would reasonably be expected.

Business Day: means any day which is not a Saturday or Sunday or a public bank holiday in England.

Call: means a signal, message, voicemail or communication which can be silent, visual (including text and data) or spoken.

Caller: a person who ultimately uses the Service through the Customer.

Charges: means all fees, Subscription Fees, Recurring Charges, Service Fees, Usage Rates, professional services charges, equipment charges, taxes and other sums payable by the Customer under the Agreement.

Confidential Information: has the meaning set out in clause 15.1.

Customer Information: means any information, including (without limitation) any routing destinations, images, audio, audio-visual, text or other information or content that relates to the Customer's use of the Service.

Customer Data: means Customer Information and any Personal Data Processed on the Customer's behalf through the Services.

Controller: has the meaning set out in GDPR.

Data Protection Legislation: in relation to any Personal Data which is Processed in the performance of this Agreement, the Data Protection Act 1998 and EU Data Protection Directive 95 / 46 / EC (prior to 25 May 2018), GDPR (on and after 25 May 2018), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority.

Data Subject: has the meaning set out in GDPR.

Emergency Call: means a Call from a Caller to the emergency services made by dialling 999 or 112.

Fraud: means any fraudulent, corrupt, illegal or other unauthorised use or attempted use of a Service, Network, SIM Card, Number, account, equipment or related functionality.

GDPR: the General Data Protection Regulation (EU 2016/679).

Implementation: means any implementation, configuration, migration or onboarding services described in an Order Form, statement of work or implementation plan agreed by the parties.

Inappropriate Content: any content that infringes any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or the Act).

Intellectual Property Rights: means all intellectual property rights (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered)) and any and all applications for the same.

International Number: means a Number outside of the United Kingdom which is available for international regions at an additional monthly charge.

Insolvency Proceedings: means going into administration, administrative receivership, liquidation or receivership or becoming unable to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or suffering any similar or analogous action in consequence of debt.

Network: means the network provided by us or any other third-party network supporting the Service.

Network Provider: means any telecommunications carrier, mobile network aggregator, mobile network operator or other third party used by RocketPhone to provide a Service, including any mobile network operator, mobile virtual network operator, aggregator or other carrier used to provide RocketCell.

Number: means any number specifically requested by or allocated to the Customer for the provision of the Service to Callers and includes VIP and International numbers.

Order Form: means an order form, commercial terms, quotation or other ordering document accepted by the parties which identifies the Services, Charges, term and any service-specific requirements.

Personal Data: has the meaning set out in GDPR and relates only to personal data, or any part of such personal data, in respect of which you are the Controller and in relation to which we are providing services under this Agreement.

Personal Data Breach: has the meaning set out in GDPR.

Premium Features: means any additional features and bolt-on extras you may add to your Service from time to time.

Processing and Process: have the meaning set out in GDPR.

Recurring Charges: as set out in the Order Form.

Regulatory Conditions: means Applicable Communications Law and any regulation, condition, direction, decision, notification, guideline, code of practice, order or mandatory requirement of a competent regulator or Network Provider which governs or affects the Services.

RocketCell: means RocketPhone.ai's business mobile, eSIM, SIM and associated SIP mobile service.

Service: means the services provided to the Customer by RocketPhone under an Order Form, including the Application, telephony, analytics, automation and, where ordered, RocketCell.

Service Fee: means any charge in respect of the Service levied by us from time to time to you in accordance with the Order Form.

Service Level Agreement: means RocketPhone's standard service level agreement identified in the Order Form or incorporated into the Agreement.

Software: any software used by us, or any party acting on our behalf in fulfilling its obligations under this Agreement or otherwise.

Special Categories of Personal Data: those categories of data listed in Article 9(1) GDPR.

Subscription Fee: being the Recurring Charges (as defined in the Order Form) as set out in the Order Form.

Supervisory Authority: means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation.

Third Party Information: means information, audio, video, graphics, sound, music, photographs, software, data, databases, records, and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise utilised or made available using the Service.

Users: means any user within your business who you authorise to use this Service.

Underlying Carrier: means any mobile network operator, mobile virtual network operator, aggregator or other telecommunications carrier used by RocketPhone to provide RocketCell.

Usage Rates: means the charges incurred by you calculated against RocketPhone's usage based pricing.

VIP Number: means a Number available at an additional monthly charge to normal Numbers and purchased for the minimum period stated in the applicable Order Form.

1.2 Clause and schedule headings do not affect the interpretation of this Agreement.

1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.

1.4 Words in the singular include the plural and in the plural include the singular.

1.5 A reference to a particular law is a reference to it as it is in force at the date of this Agreement taking account of any amendment, extension, application or re-enactment and including any subordinate legislation in force at the date of this Agreement made under it.

2. Our Obligations

2.1 We shall provide the Service to you in consideration for the due and timely fulfilment of the Customer's obligations under this Agreement.

2.2 Use of the Service is at all times subject to the terms and conditions of this Agreement and by using the Service, the Customer confirms their acceptance of, and agrees to be bound by, this Agreement.

2.3 RocketPhone may update these Terms from time to time where reasonably necessary to reflect changes to the Services, applicable law or regulation, security or operational requirements, or the requirements of Salesforce, telecommunications carriers or other third-party providers on which the Services depend.

RocketPhone will give the Customer at least 30 days' written notice of any material update. The updated Terms will take effect on the date stated in the notice unless the Customer objects in writing before that date.

If the Customer objects, the existing Terms will continue to apply while the parties discuss the proposed changes in good faith. If the parties cannot agree and the changes are reasonably required for RocketPhone to continue providing, securing or operating the Services, RocketPhone may terminate the affected Services or the Agreement on 90 days' written notice.

RocketPhone may implement changes on shorter notice where reasonably required by law, regulation, an urgent security risk or a mandatory third-party provider requirement.

2.4 We shall provide reasonable endeavours to manage and maintain a professional Service, Network and Application. However, RocketPhone is not responsible for the uptime and service availability of third party systems upon which the RocketPhone platform is built. Including but not limited to, Salesforce, Microsoft Azure, Twilio, OpenAI, Deepgram and Google Cloud. Outages and issues with third party systems may result in service downtime.

2.5 RocketPhone will use commercially reasonable endeavours to maintain compatibility between the Services and the Salesforce editions, APIs and configurations supported by RocketPhone from time to time.

RocketPhone will not be responsible for compatibility issues caused by Customer customisations, third-party applications, unsupported Salesforce editions or configurations, or changes made by the Customer without RocketPhone's approval.

Where maintaining compatibility requires material new development, additional third-party licences, professional services or migration work, the parties will agree the scope, timetable and applicable fees in writing before that work begins.

If Salesforce retires or materially changes Open CTI or any other framework, API or technology on which the Services rely, the Customer will be responsible for obtaining any required Salesforce Voice, Service Cloud Voice or successor licences. RocketPhone will provide reasonable assistance with the migration under an agreed implementation plan.

RocketPhone will not be responsible for additional Salesforce charges, changes in functionality, delays or disruption caused by Salesforce's retirement or modification of its technology, provided that RocketPhone has used commercially reasonable endeavours to support the migration.

If, as a result of Salesforce permanently retiring, materially modifying or ceasing to support any API, framework, technology or functionality on which the Services materially rely, and despite RocketPhone having used commercially reasonable endeavours to maintain compatibility and implement any reasonable migration solution, RocketPhone is no longer able to provide the Services in a manner that is materially compatible with the Customer's supported Salesforce environment, and no commercially reasonable alternative solution can be implemented within ninety (90) days (or such longer period as the parties may agree in writing), either party may terminate this Agreement and associated documentation by giving not less than thirty (30) days' written notice to the other.

Termination under this clause shall be without liability to either party for any loss of profits, loss of revenue or other indirect or consequential losses arising solely from such termination, save that nothing in this clause shall affect any accrued rights, obligations or liabilities of either party existing at the date of termination.

RocketPhone shall not be entitled to terminate under this clause where the incompatibility arises primarily as a result of RocketPhone's failure to maintain the Services in accordance with its obligations under this Agreement.

2.6 We shall grant you a non-exclusive, non-assignable and non-transferable right to use the Service in accordance with these terms.

2.7 We shall provide support to you for the Service via email and phone support.

2.8 Where RocketPhone provides regulated electronic communications services, RocketPhone will operate those Services in accordance with Applicable Communications Law and the Ofcom General Conditions of Entitlement applicable to it, as amended from time to time. The Customer and its Users must use and administer the Services in a manner consistent with those requirements, must not cause RocketPhone or a Network Provider to breach them, and must provide information and reasonable cooperation requested for compliance purposes.

3. Customer Obligations

3.1 The Customer may only use the Service for lawful purposes and at all times in accordance with the Act.

3.2 The Customer will not, nor will the Customer authorise or permit any other person to, use the Service or the Application:

3.2.1 to send or receive any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise be unlawful;

3.2.2 to create any Artificial Inflation of Traffic in any way;

3.2.3 to sell, or offer to sell goods or services which are in violation of any laws, regulations or codes of practice. The Customer shall take such corrective action as we may require in such circumstances promptly following notification from us.

3.2.4 to pretend to be a party which it is not or use the Service to falsely represent another party.

3.3 The Customer warrants that Customer Information is and will remain accurate and will not include any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other person. We reserve the right to remove such content from the Service, Application and Network where, in our sole discretion, we suspect such content to be in breach of this clause 3.3.

3.4 The Customer will be solely responsible for the accuracy, completeness, design, creation, maintenance, and updating thereof of all Customer Information. We shall not be liable for any errors or inaccuracies in any Customer Information

3.5 The Customer shall be responsible for obtaining all necessary licenses and consents required to use Service and the Customer warrants that such licences and consents have been obtained and will be subject in this regard to the indemnity at clause 12.

3.6 RocketPhone may, with the Customer's prior written consent, identify the Customer as a client or reference customer and use the Customer's name, logo and trade marks in its marketing and promotional materials. RocketPhone may also request the Customer's written consent to participate in a recorded video interview for use in RocketPhone's marketing materials and website. The Customer may withhold its consent in its absolute discretion, and any refusal to provide such consent or participate in a video interview shall not constitute a breach of this Agreement or entitle RocketPhone to terminate this Agreement.

3.7 The Customer shall provide us with any reasonable assistance we require in relation to any query or enquiry in relation to the Service however arising.

3.8 The Customer shall ensure that it does not use the Service:

3.8.1 excessively or beyond reasonable business use, having regard to the number and type of licences purchased, any usage allowance or fair usage threshold set out in the Order Form or applicable Fair Usage Policy, and the nature of the Customer's business;

3.8.2 in a way that imposes, or is reasonably likely to impose, an unreasonable or disproportionately large load on RocketPhone's infrastructure, the Service or any third-party network or platform used to provide the Service;

3.8.3 for automated, high-volume or otherwise excessive call-forwarding, auto-dialling, call-blasting or similar activity, unless expressly agreed in writing in the Order Form;

3.8.4 to make automated, continuous, extensive or excessive calls beyond ordinary business use or in a way that causes, or is reasonably likely to cause, degradation, disruption, security risk or materially increased cost to RocketPhone, its infrastructure, other customers or third-party providers.

3.8.5 to make unsolicited direct marketing calls to any number registered with the Telephone Preference Service or Corporate Telephone Preference Service

For the purposes of this clause 3.8, use may be considered excessive, unreasonable or disproportionate where it exceeds any agreed usage allowance or fair usage threshold, materially exceeds the normal usage reasonably expected for the licences purchased, involves unusually high-volume or automated activity, or adversely affects the performance, security, availability or cost of the Service.

Where reasonably practicable, RocketPhone will notify the Customer of the relevant usage concern and give the Customer a reasonable opportunity to reduce or remedy that usage before suspending the affected Service or applying any additional charges. RocketPhone may take immediate action where reasonably necessary to protect the Service, its infrastructure, other customers or third-party networks.

3.9 The Customer will not sell or re-sell the Service to any third party.

3.10 The Customer will not use or associate the Service with any unsolicited telemarketing activities ("Spam") and agrees to pay us a fee of £25 for each Spam complaint received by us. This will be charged for and applied to your Usage Rates and charged to the payment card you used to register for the Service.

3.11 The Customer warrants that the name, email address, phone numbers, postal address and payment information (where required upfront) that the Customer provides when the Customer registers for the Service is correct and the Customer agrees to update its account immediately in the event of any changes to such details.

3.12 The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.

3.13 The Customer confirms that the person contracting on behalf of the Customer has authority to bind the Customer in relation to the Customer's purchase of the Service on signing the Order Form.

3.14 Any breach of this clause 3 by the Customer shall be deemed a material breach of this Agreement.

Where the breach is capable of remedy, RocketPhone may terminate the Agreement if the Customer fails to remedy the breach within 30 days after receiving written notice requiring it to do so.

RocketPhone may immediately suspend the affected Service and/or terminate the Agreement without a remedy period where the breach involves illegality, fraud, sanctions, a serious security risk, misuse of telecommunications infrastructure, repeated breach, or conduct which may materially harm RocketPhone, its suppliers, networks, other customers or the Service.

For the purposes of this clause, it shall be irrelevant whether the Customer was aware of the content of any material transmitted through the Service.

In addition to RocketPhone's termination rights, RocketPhone may suspend the Service without notice where, acting reasonably, it believes the Customer is in breach of this clause 3. RocketPhone may refuse to restore the Service until the Customer has remedied the breach and provided reasonable assurance that it will not happen again.

3.15 The Customer is responsible for notifying any applicable terms of the Service to its Users and for ensuring that its Users comply with such terms.

3.16 Acting reasonably, in the event that we suspect that the Customer has breached this Agreement, we reserve the right to:

3.16.1 Suspend the affected Service where the Customer fails to remedy a breach within seven days after receiving written notice requiring it to do so.

RocketPhone may suspend the Service immediately and without prior notice where reasonably necessary to prevent or respond to unlawful use, fraud, artificial traffic, a security incident, harm to RocketPhone's or a third party's network or systems, continued non-payment following notice, or action required by a telecommunications carrier, network operator or other third-party provider.

3.16.2 modify the Customer's pricing plan when the Customer's use of the Service exceeds any usage allowance, fair usage threshold or other limit set out in the Order Form or applicable Fair Usage Policy, materially exceeds the usage reasonably expected for the licences purchased, or causes RocketPhone to incur materially increased carrier, network or infrastructure costs, RocketPhone may require the Customer to reduce its usage, purchase additional capacity or pay the applicable out-of-bundle or excess usage charges.

RocketPhone will give the Customer reasonable written notice of the relevant usage and any proposed additional charges or revised pricing before they take effect, except where immediate action is reasonably necessary to protect the Service, RocketPhone's infrastructure or a third-party network.

3.17 Each Customer must have their own RocketPhone account and sharing of user accounts is not permitted in any circumstances.

3.18 The Customer shall not lease, sub-lease, assign, sublicense, resell, or otherwise make available any Global Titles, signalling identifiers, or related network resources provided as part of the Services to any third party. Any unauthorised use of such resources, including for third-party signalling, routing, tracking, interception, or surveillance, constitutes a material breach of these Terms.

4. Warranties

4.1 Except as expressly set out in this Agreement (including the Service Level Agreement) or to the extent that they cannot lawfully be excluded, RocketPhone excludes all warranties, representations and conditions, whether express or implied, including any implied warranties of merchantability, satisfactory quality and fitness for a particular purpose.

4.2 Subject to the Service Level Agreement, RocketPhone does not warrant that the Service will be error-free, virus-free, uninterrupted or compatible with all equipment, systems or software configurations.

4.3 Subject to the Service Level Agreement and Salesforce integration only as specified at clause 2.5, RocketPhone shall not be responsible for the uptime, availability or performance of any third-party systems upon which the Service relies, including but limited to Microsoft Azure, Twilio, Salesforce and Google Cloud. The Customer acknowledges that outages or issues affecting such third-party systems may result in degradation or interruption of the Service.

4.4 RocketPhone's liability in connection with the Service is subject to the Service Level Agreement and is otherwise limited in accordance with clause 10.

4.5 Bring Your Own Carrier (BYOC) RocketPhone supports integration with external telephony providers ("carriers") at your request, subject to technical feasibility and commercial agreement. If you choose to bring your own carrier:

• You are fully responsible for maintaining the operational status and support of your carrier relationship, including number provisioning, SIP trunk configuration, quality of service, and compliance.
• You must provide timely technical assistance to RocketPhone in order to complete and maintain the integration.
• RocketPhone has no obligation to resolve bugs, call quality issues, or downtime originating from or related to your carrier's systems.
• Our SLA and service guarantees only apply to the RocketPhone platform itself, not to any third-party carrier infrastructure you connect.
• RocketPhone is not responsible for any delays in implementation or ongoing service disruptions caused by the carrier's failure to provide timely information or support.

We recommend BYOC only for customers with sufficient internal technical resources or managed telecom vendors. If BYOC configurations result in significant support burden or instability, we may require you to transition to a RocketPhone-managed carrier setup.

5. Service Specific Conditions

5.1 Number allocation - once you have registered for the Service you shall be allocated or can select from us your Numbers at random to use in conjunction with the Service and for your Callers to contact you in accordance with the terms of this Agreement.

5.2 Number usage - where any "Free" service is concerned (see clause 7.1), if you do not use the Service or your Number for a period of over 6-months we reserve the right to cancel the Service and re-allocate your Number back to stock for potential re-use by another party in the future.

5.3 Call and voicemail recording - subject to termination of this Agreement we will store any recorded Calls for as long as you state you need them accessible within the Application of the Service for that period only. Any recordings stored will be held in accordance with Data Protection terms specified in clause 13 and then deleted unless you download and store them yourself.

5.4 Call recording notices - the Service may provide a feature that allows you to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.

5.5 Emergency calling - Emergency Calls may not be available via the RocketPhone Softphone within the Salesforce Service, and we do not guarantee access to such services. Emergency Calls can be made using the RocketCell cellular (eSIM/SIM) service.

5.6 Number porting into the Service - should you wish to port any existing Number into the Service then you must contact us via support@RocketPhone.ai to complete the required consent paperwork to complete this process, we will then handle this for you. There will be an admin charge payable, to the extent permitted by Applicable Communications Law, but this will be agreed with you in writing prior to any number being ported.

5.7 Number porting away - should you wish to port any existing Numbers away from the Service then you must contact your new service provider to request this. We will typically receive instruction from them within 10-days to action this request. Prior to contacting your new provider, you will need to contact us at support@RocketPhone.ai in order for us to provide the information necessary for you to submit to your new provider when initiating the port. We cannot however guarantee that your new service provider will have the ability to port in your Number. There will be an admin charge payable per Number to the extent permitted by Applicable Communications Law.

5.8 Support - we will provide you with support facilities for the Service through the Application, however, should you need to raise a support query with us directly email support@RocketPhone.ai.

5.9 Service related communications - we will send you updates about the Service, these will include new feature updates, service updates, support updates and other general communications at our discretion. If you do not want to receive these, you can opt-out at any stage.

5.10 Marketing communications - we will occasionally send you carefully selected marketing communications, if you do not want to receive these you can opt-out at any stage. Opting out of these marketing communications will not impact any Service related communications and you will still receive these.

6. Charges

6.1 You agree to pay the Service Fee and/or Subscription Fee for your use of the Service at the prices disclosed in the Application or your Order Form/ Contract Agreement. All Service Fee or Subscription Fee payments are detailed in the Order Form and no additional Service Fee or Subscription Fee shall be payable unless otherwise incurred and agreed (between the parties) in accordance with these Terms of Service.

6.2 The fees payable by the Customer shall be set out in the Order Form and will remain fixed during the initial term, except for:

6.2.1 additional Services, licences or usage requested by the Customer;

6.2.2 usage above any agreed allowance or fair usage limit;

6.2.3 changes to taxes, regulatory charges or third-party carrier costs outside RocketPhone's reasonable control; or

6.2.4 any price adjustment expressly permitted by the Order Form.

Any renewal price change will be notified at least 60 days before renewal.

6.3 All pricing disclosed on the Application or your Contract Agreement will be invoiced and paid in the currency you choose when signing up for the Service, and is exclusive of value added tax (VAT) or other sales, import or export duties or taxes (if applicable) and this will be added at the point of payment.

6.4 All charges and VAT invoices for the Service will be emailed to you.

6.5 Charges for the Service will be invoiced and paid in accordance with the applicable Order Form or Contract Agreement. The Subscription Fee shall begin on the Subscription Start Date stated in the Order Form. Where the Order Form expressly makes that date conditional on completion or acceptance of the Implementation, the Subscription Start Date will be determined in accordance with the Order Form or the agreed implementation plan. Unless otherwise stated in the Order Form or Contract Agreement, invoices are payable within 30 days of the invoice date.

6.6 Professional services, including implementation, configuration, customisation, development, integration and enhancements, will be charged as set out in the Order Form or otherwise agreed in writing in advance.

Where no alternative rate or fixed fee has been agreed, RocketPhone's then-current standard professional services day rates will apply. As at the date of these Terms, those rates are:

Project Director: £1,200 per day

Standard Engineer: £800 per day

Junior Engineer: £600 per day

Professional services charges are payable in addition to the Service Fees. No professional services work will be chargeable unless included in the Order Form or approved by the Customer in writing in advance.

6.7 You will be able to view all current logs, and amend and/or update Customer Information in the Application.

6.8 Invoices will, other than in respect of the period covering the free trial period, be for periods of:

6.8.1 If on a 'Monthly' plan, one month will be issued automatically by charging the payment card used to register for the Service on the date of such invoice. Changes made to your subscription during your monthly billing period will be calculated pro-rata for the remainder of the period and included on your next monthly invoice. If you cancel the Service through the Application you will automatically stop charges with effect from the end of the then current month and after settlement of that month's charges based on Usage Rates and any pro-rata charges for changes made to your account during the month. Please note that your Service will not work if you do not have a valid credit card with us and/or terminate the service and you will not be able to accept Calls on your Number through the Service.

6.8.2 If on a 'Annual' plan, one year and will be issued automatically by charging the payment card used to register for the Service or by customer initiated bank transfer on the date of such invoice. Changes made to your subscription during your annual billing period will be calculated pro-rata for the remainder of the period and will be invoiced for before any changes take effect. No refunds will be given if the customer voluntarily cancels their plan part way through an annual plan.

6.9 Except as expressly provided in this Agreement or required by applicable law, all Charges are non-refundable. For the avoidance of doubt, the Customer shall be entitled to any refund, credit or repayment expressly provided for under this Agreement, including where RocketPhone fails to achieve the applicable service levels as set out in the Service Level Agreement or commits a material breach of this Agreement

6.10 If your payment card fails to make a complete payment to us or we experience any payment card fraud and/or chargebacks then we have the right to immediately suspend and/or terminate the Customer's account and the Service shall immediately cease.

6.11 If the Customer subsequently makes a valid payment to us then the Service will be re-instated and we shall make all reasonable endeavours to restore all data collected by us for the Service provided to the Customer prior to a termination. If the Customer does not make a payment within 2 weeks then all such Customer data shall be deleted by us and the account terminated and Number(s) reclaimed by us and returned to stock for potential re-use by another person.

6.12 For multi-year agreements, and to the extent permitted by Applicable Communications Law and stated in the Order Form, for each successive year the pricing and fees for the products and services shall be adjusted to reflect any annual increase in the Retail Price Index or technical infrastructure costs, whichever is greater.

7. Service Provision (applicable only to free trials)

7.1 Notwithstanding any other provision of these terms and conditions, if you do not choose to add card payment details or make a payment before the end of the trial, your account will be suspended. You may add payment details up to 30 days post-trial period, at which point the account will activate immediately and the amount of Premium Features and Usage Rates will be invoiced in accordance with clause 6.8.

7.2 Should you terminate the free trial within the free trial period you will not be billed for any usage as all features enabled within the trial period are included within the trial.

8. Security

8.1 The Customer shall not attempt to circumvent system security or access the source code of the Software or the Application of the Service.

8.2 The Customer shall keep confidential any passwords or other security information relating to the Software or the Application of the Service.

8.3 The Customer is responsible for the security and proper use of all user IDs, passwords, used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.

8.4 The Customer must immediately inform us if there is any reason to believe that a user ID or password issued by us has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

8.5 We reserve the right to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security or if the Customer fails to comply with our instructions or requests in relation to security matters.

8.6 We reserve the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.

9. Term and Termination

9.1 To terminate the Agreement the Customer must either cancel the account through the Application or by emailing support@RocketPhone.ai with formal confirmation of cancellation served in writing pursuant to clause 16 and we shall terminate the Agreement:

9.1.1 Immediately during the free trial period or the then current month, as the case may be, subject, in the latter case, to being given thirty days notice and to receipt of such written confirmation prior to this time.

9.1.2 At the plan end date if on an annual plan, subject to being given thirty days notice and to receipt of such written confirmation prior to this time. Subject to Applicable Communications Law, if no cancellation is made or requested, annual plans will automatically renew for another year and the Customer agrees to pay the Service Fees this will incur.

9.2 If you terminate the Agreement of your own choosing, any Number not ported to another provider before disconnection may be lost or reallocated, subject to Applicable Communications Law.

9.3 On termination of the Service any balance due on termination will be invoiced and collected in accordance with clause 6.

9.4 Either party may terminate this Agreement by written notice if the other party:

9.4.1 commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice requiring it to do so; or

9.4.2 suffers Insolvency Proceedings.

RocketPhone may terminate immediately where the Customer's breach involves illegality, fraud, sanctions, serious security risk, misuse of telecommunications infrastructure or conduct that may materially harm RocketPhone, its suppliers, networks or other customers.

9.4.3 The Customer will be able to terminate this Agreement in accordance with section 13 of the Service Level Agreement.

Termination shall not affect any charges accrued or payable before the termination date.

Termination under this clause 9 shall constitute termination of these Terms & Conditions, Privacy Policy, Order Form, Acceptable Use Policy, Service Level Agreement and any additional terms including the Data Processing Agreement except those terms within such documentation that are to survive termination

10. Limitation of Remedies and Liability

10.1 Nothing in this Agreement shall operate to exclude or limit either party's liability for:

10.1.1 death or personal injury caused by its negligence; or

10.1.2 fraud; or

10.1.3 any other liability which cannot be excluded or limited under applicable law.

10.2 Neither party shall be liable to the other for any indirect, incidental, special or consequential loss or damage arising out of or in connection with this Agreement, including any loss of profit, revenue, business, anticipated savings or opportunity.

This clause does not apply to any liability that cannot lawfully be excluded or limited under clause 10.1.

10.3 Subject to clauses 10.1 and 10.2, each party's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed an amount equal to two (2) times the annual Recurring Charges specified in the applicable Order Form.

10.3.1 RocketPhone shall not be liable to the extent that any claim, loss, delay, failure or degradation is caused by:

(a) Customer Information, Customer instructions provided by the Customer or the Customer's use of the Services in breach of this Agreement unless such use has been authorised by RocketPhone in writing;

(b) Customer-developed Salesforce customisations, Apex code, Flows, validation rules, managed packages, unsupported configurations (which RocketPhone has notified the Customer are unsupported (in writing) prior to the event) or platform governor limits;

(c) any failure, delay or interruption caused in whole by Salesforce, an incumbent provider, telecommunications carrier, network operator, cloud provider or other third party outside RocketPhone's reasonable control;

(d) the Customer's failure to provide reasonably required access, information, approvals, resources or fulfil its implementation responsibilities;

(e) use materially exceeding or differing from the agreed calling profile, usage allowances or Service configuration; or

(f) any unauthorised modification, combination or use of the Services outside the Documentation or agreed scope, except where RocketPhone has approved or accepted such modification or use.

The exclusions in this clause shall not apply to the extent that the relevant claim, loss, delay, failure or degradation results from RocketPhone's breach of this Agreement or its negligence. RocketPhone may rely on the exclusions in this clause only to the extent that it has used reasonable endeavours to avoid, mitigate or overcome the relevant claim, loss, delay, failure or degradation.

10.4 Notwithstanding clause 10.3, but subject always to clauses 10.1 and 10.2, the maximum aggregate liability of either party for all claims arising out of or in connection with any breach of applicable Data Protection Legislation or the data protection provisions of this Agreement shall not exceed four (4) times the annual Recurring Charges specified in the applicable Order Form. Where a loss, claim, cost, fine or regulatory liability arises from breaches by both parties of Applicable Data Protection Legislation or clause 13, each party shall bear responsibility to the extent attributable to its own breach. Regulatory fines and penalties shall be recoverable only to the extent that they are legally recoverable and attributable to the other party's breach of Applicable Data Protection Legislation or this Agreement.

10.4A The cap in clause 10.3 does not apply to: (a) the Customer's obligation to pay Charges; (b) fraud or fraudulent traffic caused or permitted by the Customer or its Users; (c) unauthorised resale, SIM box or GSM gateway use, SIM cloning, network interference or deliberate misuse of telecommunications infrastructure by the Customer or its Users; or (d) amounts which RocketPhone is required to pay to a Network Provider as a direct result of the Customer's or a User's breach of Schedule 1 clause 14A. Any recovery under this clause is limited to the loss directly caused by that conduct and does not apply to the extent caused by RocketPhone's or the relevant Network Provider's negligence or wilful misconduct.

10.5 The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.

10.5.1 Neither party shall be entitled to recover more than once in respect of the same loss. Any refund or service credit provided under this Agreement shall be taken into account in calculating any damages or other monetary remedy to avoid double recovery.

10.6 The Customer accepts that we are neither obligated nor able to edit, review or modify Customer Information or Third Party Information and that we do not examine the use to which the Customer puts the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe such information breaches any laws or regulations or any third party´s rights.

10.7 We exclude all liability of any kind in respect of Customer Information, Third Party Information or any other material which can be accessed using the Service and are not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Service.

11. Intellectual Property Rights

11.1 All Intellectual Property Rights in Customer Information ("Customer Intellectual Property") are and shall remain the property of the Customer and its licensors.

11.2 Except as provided for at clause 11.1, all Intellectual Property Rights in the Service and/or the Software, Application, Services and any supporting or associated material relating to the Software, the Application or the Service developed by us in fulfilling our obligations under this Agreement or in connection with this Agreement, whether the Software, the Application or the Service or material is particular to the Customer or not, and any other material provided to or made accessible to the Customer by us as a result of this Agreement ("Our Intellectual Property") are and shall remain our sole property.

11.3 Intellectual Property Indemnity RocketPhone shall indemnify the Customer against losses, damages, liabilities, costs and reasonable legal fees arising from any third-party claim that the Customer's authorised use of the standard Services in accordance with this Agreement infringes that third party's intellectual property rights.

This indemnity shall not apply to the extent that the claim arises from:

(a) use of the Services other than in accordance with this Agreement unless otherwise approved in writing in advance by RocketPhone;

(b) any modification not made or authorised by RocketPhone to the extent that the relevant claim arises from or is attributable to that modification;

(c) the combination of the Services with any software, equipment, services or data not supplied or approved by RocketPhone, where the claim would not otherwise have arisen;

(d) any Customer data, materials, instructions or specifications provided by or on behalf of the Customer to the extent that the relevant claim arises from or is attributable to them; or

(e) the Customer continuing to use the affected Services after RocketPhone has notified (in writing) it to stop.

For the avoidance of doubt, this clause shall not exclude RocketPhone's liability where the alleged infringement arises from the Customer's use of the Services in accordance with the Documentation, this Agreement or RocketPhone's written instructions or recommendations.

The Customer shall promptly notify RocketPhone of the claim, provide reasonable assistance at RocketPhone's expense, and allow RocketPhone sole control of the defence and settlement, provided that RocketPhone shall not agree any settlement which admits liability on behalf of the Customer or imposes any material obligation on the Customer without its prior written consent.

RocketPhone may, at its option and cost:

(i) obtain the right for the Customer to continue using the affected Services;

(ii) modify or replace the affected Services so they are no longer infringing; or

(iii) terminate the affected Services and refund any prepaid fees relating to the unused period.

11.4 We grant the Customer a non-transferable, non-exclusive, royalty free licence to use Our Intellectual Property for the purposes of performing your obligations to us under this Agreement.

11.5 Customer Content and Metadata. The Customer retains all right, title and interest in and to its call recordings, transcripts, communications and other content submitted to or generated through the Services specifically for the Customer.

RocketPhone may generate metadata arising from the Customer's use of the Services, including statistical information, usage analytics, call bookmarks, system logs, performance data and other technical or operational information generated by the Services, provided that such metadata does not comprise or contain the content of call recordings, transcripts, Customer communications or any information which the Customer deems confidential or trade secrets ("Confidential Information") of the Customer.

The Customer grants RocketPhone a non-exclusive, worldwide, royalty-free licence to use such metadata solely to provide, maintain, support, secure and improve the Services.

RocketPhone may use, analyse and exploit such metadata for analytics, statistical modelling, natural language processing, machine learning, artificial intelligence training and product development only where the metadata has first been irreversibly anonymised and, where applicable, aggregated so that neither the Customer, any individual nor the Customer's Confidential Information can be identified, inferred, reconstructed or otherwise derived, whether directly or indirectly. RocketPhone shall not use, or permit any third party to use, the Customer's confidential information, call recordings, transcripts, communications or other identifiable Customer content for analytics, machine learning, artificial intelligence training or product development.

For the avoidance of doubt, RocketPhone may process identifiable Customer content only to the extent reasonably necessary to provide the Services, deliver customer-specific functionality, investigate support issues, maintain the security and integrity of the Services, comply with its legal obligations or otherwise perform this Agreement, and shall not retain or use such identifiable Customer content for any secondary purpose.

12. Third Party Transactions

12.1 The Customer shall remain solely responsible for any transactions of any kind entered into between the Customer and Users or any other third parties accessing or acting in reliance on the Service, or any information on the site. We will not be a party to or in any way responsible for any transaction between the Customer and a Buyer or other third party.

12.2 The Customer shall indemnify RocketPhone against losses, damages, liabilities, costs and reasonable legal fees arising out of or in connection with any third-party claim resulting from:

(a) any Customer information, content, data, instructions or materials provided to RocketPhone to the extent that the relevant third party claim arises from or is attributable to such information, content, date, instructions or materials;

(b) any unlawful, fraudulent or unauthorised calls or communications made through the Services;

(c) the Customer's failure to provide any legally required call-recording notice, consent or other lawful basis; or

(d) any allegation that Customer information, content or materials infringe a third party's intellectual property or other rights.

This indemnity applies only to third-party claims and subject to RocketPhone taking all reasonable steps to mitigate any losses for which it seeks recovery under this indemnity. RocketPhone shall promptly notify the Customer of the claim, provide reasonable assistance at the Customer's expense, and allow the Customer control of the defence and settlement, provided that the Customer shall not agree any settlement which admits liability on behalf of RocketPhone or imposes any material obligation on RocketPhone without RocketPhone's prior written consent.

This clause does not apply to the extent that the claim results from RocketPhone's breach of this Agreement, negligence or wilful misconduct.

12.3 The indemnities at clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against us arising from any relevant claims. Furthermore, the Customer agrees it will provide us with notice of such claims, gives us full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at the Customer's sole expense. We agree that any actions taken in respect of such claims will be taken in consultation with the Customer.

13. Data Protection

13.1 This applies when Personal Data is Processed by RocketPhone as part of RocketPhone's provision of the Service. In this context and for the purposes of the GDPR, Customer is the data controller and RocketPhone is the data processor.

13.2 RocketPhone processes Customer's Personal Data as part of providing Customer with the Service, pursuant to the specifications and for the duration under the Terms of Service.

13.3 Customer and users authorized by Customer determine the identity of the persons which are part of the conversations analyzed by the Service. RocketPhone has no control over the identity of the data subjects whose Personal Data is processed on behalf of Customer and over the types of Personal Data Processed.

13.4 RocketPhone shall Process Personal Data only on the Customer's documented instructions, unless required to do so by Applicable Data Protection Law. The Customer instructs RocketPhone to Process Personal Data as necessary to provide the Services in accordance with this Agreement, to comply with the Customer's documented instructions consistent with this Agreement, and as otherwise required by Applicable Data Protection Law and the data processing agreement between the parties For the avoidance of doubt, Customer's instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations and the data processing agreement between the parties. The Customer shall remain responsible for the accuracy, quality and lawfulness of the Personal Data, the means by which it was obtained, and for providing all required notices and obtaining all necessary consents or other lawful grounds for its Processing.

Each party shall be responsible for its own compliance with Applicable Data Protection Law and for any breach of its obligations under this clause 13. Each party shall be liable for third-party claims, regulatory fines, penalties, losses, damages, costs and reasonable legal fees only to the extent caused by its breach of Applicable Data Protection Law or this clause 13. Such liability shall be subject to clause 10.3.

RocketPhone will inform Customer, if in RocketPhone's opinion an instruction infringes any provision under the GDPR and will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties. Customer will provide all necessary notices to relevant Data Subjects, including a description of the Service and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Personal Data.

13.5 RocketPhone will ensure that RocketPhone's access to Personal Data is limited to those personnel who require such access to perform the Terms of Service.

13.6 RocketPhone will impose appropriate contractual obligations upon its personnel engaged in the Processing of Personal Data, including relevant obligations regarding confidentiality, data protection, and data security. RocketPhone will ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training in their responsibilities, and have executed written confidentiality agreements. RocketPhone will ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.

13.7 RocketPhone may engage sub-processors to process Personal Data on behalf of the Customer provided that such sub-processor are approved in advance and in writing by the Customer. The Customer provides its general written authorisation for RocketPhone to appoint and replace sub-processors, provided that RocketPhone shall inform the Customer of any intended addition or replacement of a sub-processor and give the Customer a reasonable opportunity to object on reasonable data protection grounds. RocketPhone shall ensure that each sub-processor is bound by written contractual obligations that provide substantially the same level of protection for Personal Data as those set out in this Agreement

13.8 RocketPhone may use data derived from Personal Data that has been aggregated and irreversibly anonymised so that it no longer identifies, and cannot reasonably be used to identify, the Customer, any Data Subject or any other individual, for its legitimate business purposes, including testing, development, service improvement, analytics, security and operational purposes.

Nothing in this clause prevents RocketPhone from processing identifiable or pseudonymised Personal Data where reasonably necessary to provide, maintain, secure, troubleshoot or support the Services, provided that such processing is carried out in accordance with this Agreement and Applicable Data Protection Law.

13.9 RocketPhone shall not use call recordings, transcripts or recording snippets containing identifiable Personal Data to develop, train or improve general artificial intelligence or machine learning technologies without the Customer's prior written consent.

This shall not prevent RocketPhone from processing such data where reasonably necessary to provide the contracted Services, operate Customer-specific functionality, investigate support or security incidents, or carry out quality assurance expressly agreed with the Customer.

Any use for broader testing, development or model improvement shall be limited to data that has been aggregated and irreversibly anonymised so that neither the Customer nor any individual can be identified.

13.10 Each party shall be responsible for its own compliance with Applicable Data Protection Law and for any breach of its obligations under this clause 13.

Each party shall be liable for any third-party claims, regulatory fines, penalties, losses, damages, costs and reasonable legal fees only to the extent caused by its breach of Applicable Data Protection Law or this clause 13.

Neither party shall be liable to the extent that the relevant claim, fine, penalty or loss was caused or contributed to by the other party.

Liability under this clause shall be subject to the liability cap in clause 10.4.

13.11 You authorise our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Legislation, your entry into this Agreement will constitute your prior written consent to that subcontracting by us in respect of the relevant Processing. We will inform You of any intended addition or replacement of a sub-processor, thereby giving You the opportunity to object on reasonable data protection grounds. RocketPhone shall ensure that each sub-processor is subject to written contractual obligations which provide a level or protection substantially equivalent to those set out in this Agreement and shall remain responsible for the performance of its sub-processors obligations in accordance with this clause.

13.12 Please see our Privacy and Cookies Policy which forms part of this Agreement and set out how we Process certain personal data (as defined in GDPR) as a Controller.

14. Force Majeure

14.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where that delay or failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, industrial disputes, failure of telecommunications networks, internet or utility services, cyber incidents, government action, or the failure of any third-party supplier or platform on which the Services depend.

The affected party shall notify the other party as soon as reasonably practicable, take reasonable steps to minimise the impact, and resume performance as soon as reasonably possible.

If a Force Majeure Event materially prevents the provision or use of all or a substantial part of the Services for a continuous period of 60 days, either party may terminate the affected Services by written notice.

Termination under this clause shall not affect any rights or charges accrued before termination. RocketPhone shall refund any prepaid fees relating to the period after termination, less any non-refundable third-party costs already committed specifically for the Customer and identified in the Order Form.

15. Confidentiality

15.1 Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) ("Confidential Information").

15.2 Each party shall protect the confidential information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

15.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of us the employees of any other group company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.

15.4 The obligations set out in this clause 15 shall not apply to confidential information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 15 or which is required by law to be disclosed.

15.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement

16. Notices

A notice given under this Agreement:

16.1 shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

16.2 shall be delivered by email with formal written confirmation served by hand or prepaid first class post to the registered office of the other party or to such other address as may from time to time be notified to the other party in writing.

16.3 Any notice given under this clause 16 shall be deemed to have been received:

16.3.1 if by email, on receipt of the email subject to receipt of formal written confirmation in due course; or

16.3.2 on the date of delivery if delivered by hand prior to 5.00 pm on a Business Day, otherwise on the next Business Day following the date of delivery; or

16.3.3 on the second Business Day from and including the day of posting in the case of pre-paid first class post.

17. Assignment

17.1 The Customer will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Agreement without our prior written consent.

17.2 Contravention of this restriction in any way, whether successful or not, will entitle us to terminate the Service and/or the Agreement immediately.

17.3 We may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.

18. Fair Usage Policy

18.1 RocketPhone is dedicated to providing a safe way for users to make and receive calls, and in order to achieve that goal, we do not permit certain types of calling or messaging on our platform. RocketPhone reserves the right to impose limits and charge overages on your usage of the Services or to terminate your use of the Services at any time in our discretion. RocketPhone will do so if we reasonably believe that your usage, including, but not limited to, the total number of text messages you send, the number of minutes you use, and/or the number of devices you use are not consistent with normal, fair, and reasonable use of the Services, or if you breach any rules in this Fair Use Policy. Whenever reasonably possible, we will give you written notice of your excess usage or breach of the rules contained herein before taking any such action, and allow a reasonable period to allow you to modify your use.

18.2 Where a License includes "Unlimited" calls, only calls made locally are included in the "unlimited allowance". Calls to premium rate numbers are excluded from the allowance, as are calls to local numbers made when abroad. The "Unlimited" call allowance is subject to our acceptable use limit of 1500 minutes per user per month.

18.3 For calls to all other numbers, including calls to premium and private phone and International, Customer should speak to their account manager to activate calls to/from these numbers. Note, additional fees will be charged for calls to/from these numbers.

18.4 Where an "International calling bundle" is added to your service, this bundle is subject to our acceptable use limit of 250 minutes per user per month (unless otherwise specified in your contract/order form). As bundles are pooled between all users, you may add as many International Bundles as is required. Note this does not include calls to international mobile numbers. These can be activated on a per country basis and will be charged per minute in most cases.

19. General

19.1 This Agreement, our Standard SLA, and our Privacy Policy sets out the entire agreement and understanding between the parties, it supersedes any previous agreement between them in relation to the subject matter of this Agreement and no agreements, promises, assurances, warranties, undertakings, representations, statements or inducements, oral or written, not contained herein shall bind either party.

19.2 You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement and any agreement referred to herein/ our Privacy Policy, SLA and Acceptable Use Policy

19.3 Except as expressly stated in Schedule 1 in favour of an Underlying Carrier, no person or undertaking that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19.4 The Customer may not vary this Agreement without the written consent of us.

19.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.6 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.

19.8 This Agreement and any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

19.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement.

Schedule 1 - RocketCell Specific Terms

These terms apply only where an Order Form includes RocketCell. Part A continues to govern RocketCell except for the express overrides set out in this Schedule.

1. Scope, precedence and mobile definitions

1.1 Part A applies to RocketCell. This Schedule does not repeat or replace Part A provisions on privacy, data protection, intellectual property, notices, warranties, assignment, payment mechanics, general term or general termination.

1.2 The provisions in sections 2 to 8 below are the only provisions of this Schedule intended to override Part A. Each override applies only to RocketCell and only to the extent stated.

1.3 For RocketCell only:

(a) "Underlying Carrier" means any mobile network operator, mobile virtual network operator, aggregator or other telecommunications carrier used by RocketPhone to provide RocketCell;

(b) "SIM" includes a physical SIM card, eSIM and any associated SIM profile or credentials;

(c) "Home Country" means the country in which the relevant RocketCell service is provisioned, as stated in the Order Form or applicable Price Plan Guide, and may include the United Kingdom or the United States;

(d) "Home Zone" means the geographic area in which domestic usage is included under the applicable Price Plan Guide; and

(e) "Bundle" means a recurring allowance of voice minutes, messages and/or mobile data for a RocketCell User.

1.4 Any reference in Part A to UK, local, domestic or international calling is overridden for RocketCell to the extent necessary to apply the Home Country and Home Zone stated for that RocketCell service. For RocketCell, "international" usage means usage to or from a destination outside the relevant Home Country, unless the Order Form or Price Plan Guide states otherwise.

2. RocketCell fair usage and Bundles

2.1 This section overrides Part A clause 18 only in relation to RocketCell fair-usage limits, Bundle allowances, Bundle sharing, allowance reset and excess mobile usage.

2.2 The allowances and fair-usage limits for RocketCell are those stated in the Order Form or applicable Price Plan Guide. Where a RocketCell plan is described as "unlimited" but no separate fair-usage allowance is stated, the fair-usage allowance is 2,000 voice minutes and 1,000 SMS/MMS messages per User in each billing period.

2.3 Usage above an allowance or fair-usage limit may be charged at the applicable out-of-Bundle rate. RocketPhone may also require the Customer to move the affected User to a more appropriate tariff where usage materially and repeatedly exceeds the intended usage profile of the plan.

2.4 Unless the Order Form or Price Plan Guide expressly permits sharing, a Bundle is for one User and one RocketCell subscription and may not be pooled or shared. A permitted twinning or companion-device service may use the same allowance only to the extent expressly supported by RocketPhone.

2.5 Bundle allowances reset each billing period, do not roll over and cannot be carried between billing periods unless the Order Form or Price Plan Guide expressly states otherwise.

2.6 Calls, messages or data involving premium-rate services, special services, revenue-share destinations, onward calling or forwarding services, or other categories excluded in the Price Plan Guide do not form part of an inclusive Bundle.

3. Roaming and mobile out-of-Bundle charges

3.1 This section overrides Part A clause 18 only in relation to RocketCell roaming, domestic and international mobile usage, included and excluded destinations, usage units and out-of-Bundle charges.

3.2 Usage outside the Home Zone may incur roaming or international charges and may not use the Customer's domestic inclusive allowance unless the Order Form or Price Plan Guide expressly states otherwise.

3.3 International calling, premium-rate calling and roaming may be blocked or restricted by default and enabled only on request or where the applicable plan permits it. Such a restriction is not a failure to provide the contracted Service where that category of usage is not included in the applicable plan.

3.4 Mobile voice, messaging and data usage is measured and charged in the units and at the rates set out in the applicable Price Plan Guide. Charges generated by an Underlying Carrier, including roaming and international usage, are payable by the Customer even where those charges are received by RocketPhone after the usage occurred, subject to section 7 below.

4. SIMs, compatible equipment and mobile number porting

4.1 This section overrides any inconsistent provision of Part A only in relation to SIM ownership, SIM integrity, compatible mobile equipment and the porting of mobile numbers used with RocketCell.

4.2 Each SIM remains the property of RocketPhone or the Underlying Carrier. The Customer receives only a limited right to use it to receive RocketCell. RocketPhone or the Underlying Carrier may require a SIM to be returned, deactivated, replaced or reissued where reasonably required for security, network integrity, service migration, misuse or termination of the affected RocketCell service.

4.3 The Customer must keep each SIM and associated credentials secure and must notify RocketPhone promptly if a SIM or device is lost, stolen, compromised or suspected of unauthorised use. Replacement charges may apply where stated in the Order Form or Price Plan Guide.

4.4 RocketCell may only be used with compatible, lawfully operated equipment that meets the technical and regulatory requirements of RocketPhone and the Underlying Carrier. RocketPhone does not warrant compatibility with a device that is locked, unsupported, modified or otherwise unable to operate correctly on the relevant mobile network.

4.5 The Customer must not copy, clone, interrogate, reverse engineer or tamper with a SIM, SIM profile, IMSI, authentication credential or other carrier security element.

4.6 RocketPhone will support the porting of eligible mobile numbers into and out of RocketCell where technically and legally possible. Porting is subject to the rules, procedures and validation requirements of the relevant numbering authority and Underlying Carrier. The Customer must provide complete and accurate information and cooperate promptly with any validation request. RocketPhone does not guarantee that a port will succeed or complete by a particular date. Any porting charge will apply only where permitted by applicable law and disclosed in advance.

5. Fraud, SIM-box use, network protection and suspension

5.1 This section overrides Part A clauses 3.14, 3.16 and 9 only to the extent reasonably necessary to address RocketCell fraud, SIM-box or gateway use, network harm, regulatory directions and suspension rights of an Underlying Carrier.

5.2 The Customer and its Users must comply with any reasonable acceptable-use, fraud-prevention, security, technical or operational requirement of an Underlying Carrier that RocketPhone notifies to the Customer and that is necessary for continued use of RocketCell.

5.3 The Customer and its Users must not:

(a) use a SIM box, GSM gateway or similar arrangement to disguise the origin of traffic, convert fixed or internet traffic into apparent mobile-originated traffic, or otherwise bypass normal interconnection or charging arrangements;

(b) clone or duplicate a SIM or its functionality;

(c) use RocketCell for fraud, unlawful activity, artificial traffic generation, unauthorised resale, interception or surveillance;

(d) interfere with, damage, overload or compromise an Underlying Carrier network or systems;

(e) carry out denial-of-service, data or IP-address abuse, or misuse emergency services; or

(f) use incompatible or unauthorised equipment where that use creates a material network, security or operational risk.

5.4 The Customer must promptly investigate and cooperate with RocketPhone in relation to suspected fraud or misuse and must take reasonable steps requested by RocketPhone to stop it. The Customer is responsible for Charges generated through its RocketCell subscriptions, including unauthorised or fraudulent usage, until the affected SIM is suspended or deactivated, except to the extent the relevant loss was caused by RocketPhone's negligence or wilful misconduct.

5.5 RocketPhone or an Underlying Carrier may immediately restrict, suspend or deactivate an affected RocketCell subscription where reasonably necessary to respond to suspected fraud, SIM abuse, network interference, material traffic spikes, emergency-services abuse, data or IP abuse, a security threat, incompatible equipment, or a direction from a governmental, regulatory, judicial or emergency-services authority.

5.6 Where reasonably practicable, RocketPhone will give notice and an opportunity to take corrective action before suspension. Immediate action may be taken where delay would create a material fraud, security, network, legal or regulatory risk. Any suspension will, where reasonably practicable, be limited in scope and duration to what is necessary to address the relevant risk.

6. Underlying Carrier changes, SIM replacement and network migration

6.1 This section overrides Part A clauses 2.3 and 9 only to the extent reasonably necessary for a mandatory Underlying Carrier change, SIM replacement, network migration, upstream service withdrawal or termination of an affected RocketCell service that cannot reasonably continue.

6.2 RocketPhone may change the Underlying Carrier, migrate RocketCell to another mobile network, replace or re-provision SIMs, change network settings or require reasonable technical or operational changes where necessary because of a carrier requirement, regulatory requirement, security issue, network change or the termination, expiry or material change of an upstream carrier arrangement.

6.3 RocketPhone will give as much prior notice as is reasonably practicable and will use reasonable endeavours to minimise disruption. The Customer must provide reasonable cooperation, including assisting with SIM replacement, device reconfiguration or number migration where required.

6.4 If RocketPhone cannot continue the affected RocketCell service on commercially reasonable terms after an Underlying Carrier withdrawal or mandatory network change, RocketPhone may terminate that affected RocketCell service on written notice. Accrued Charges and rights are unaffected, but RocketPhone will not be liable for future loss arising solely from the required migration or withdrawal, subject always to Part A clause 10.

7. Delayed carrier and roaming billing

7.1 This section overrides Part A clause 6 only to permit delayed invoicing of RocketCell carrier, roaming, international, regulatory and other usage-based charges. Part A and the Order Form continue to govern payment currency, invoice due dates, payment methods, invoice disputes, refunds and credits.

7.2 Because usage records may be provided to RocketPhone after the billing period in which usage occurred, RocketPhone may invoice such charges up to 12 months after the relevant usage or charge was incurred. RocketPhone will use reasonable endeavours to invoice them in the following billing period wherever reasonably possible.

8. Rights of the Underlying Carrier

8.1 This section overrides Part A clause 19.3 only for the limited third-party enforcement rights set out here.

8.2 To the extent permitted by applicable law, each Underlying Carrier may enforce directly against the Customer the provisions of sections 4.2 to 4.5, 5.2 to 5.6 and 6.2 to 6.3 to the extent those provisions protect that Underlying Carrier, its network, SIMs, security, regulatory obligations or services.

8.3 For the purposes of the Contracts (Rights of Third Parties) Act 1999, each Underlying Carrier is an intended third-party beneficiary of those provisions. No other provision of this Schedule gives an Underlying Carrier any wider right against the Customer, and Part A clause 10 continues to govern liability except where Part A expressly states otherwise.

8.4 RocketPhone may update the carrier-protection provisions of this Schedule where reasonably required by an Underlying Carrier, applicable law, regulation or a material network-security requirement, subject to the update process in Part A clause 2.3.