Terms and Conditions
“Cymphony” shall mean Trusted Interactions Group Limited
“Supplier” shall mean Trusted Interactions Group Limited who are the Supplier primarily responsible for the provision of the service
“Client” shall mean the Company or sole trader or partnership who enter into an agreement by acceptance of these Terms and Conditions with Trusted Interactions Group Limited for the provision of Services
“Service” shall mean any service or services provided by Trusted Interactions Group Limited
“Data Controller” shall have the meaning given in the Data Laws.
“Data Laws” shall mean all applicable data privacy and data protection laws, regulations and codes of practice, including (without limitation) the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC (the “95/46/EC Directive”) and any subordinate legislation implementing the Directive as well as the regulations in the country where the services are to be delivered and (when effective) the General Data Protection Regulation (GDPR (Regulation (EU) 2016/679) which shall repeal and replace the 95/46/EC Directive.
“Data Processor” shall have the meaning given in the Data Laws.
“Personal Data” has the meaning given in the Data Laws.
“Process” has the meaning given in the Data Laws (and “Processing”, “Processes” and “Processed” shall be construed accordingly).
“Relevant Personal Data” means Personal Data which is Processed by Cymphony on behalf of the Client in connection with this agreement (including pursuant to the provision of the Service).
1. The service will be provided for a minimum term of THREE months.
2. Should either party wish to cease the service notice must be given in writing not less than ONE MONTH prior to the next billing date.
3. Cymphony will provide personnel to answer incoming telephone calls in the name of the Client’s company as detailed on the booking form unless instructed otherwise.
4. A message will be taken wherever a caller wishes and that message will be logged on the Cymphony Message Management system.
5. All messages will be held until the Client requests delivery of them unless it has been agreed that messages will be relayed upon receipt.
6. The Client may have the messages relayed in written form by way of either Email or FAX or SMS transmission.
7. Where requested, Cymphony will use its discretion to assess whether a message is urgent or important and relay the same via SMS to a designated mobile telephone, or via FAX or Email.
8. It is the sole responsibility of the Client to effect the successful diversion of all calls from its normal telephone to the number provided for the purpose of this service by Cymphony. The Client will need to organise this with BT or their telephone services provider if not BT.
9. Cymphony cannot be responsible for ensuring this divert facility is active although it is essential for the provision of the Cymphony telephone answering service. Cymphony is unable to refund any payments should this facility not work for any reason.
10. Cymphony personnel will only answer incoming calls between the hours of 8.00am and 8.00pm Monday to Friday and 9.00am and 6.00pm on Saturdays & 10am-4pm Sundays, or as agreed with the clients during the setup process. Outside of these core hours and during UK Bank Holidays calls will be answered by a voicemail system. If a Client elects to have a personal voicemail box where callers can leave a message Cymphony will transpose, or forward via .wav file, any such messages on behalf of the Client and include them in the log of all messages provided on the next working day unless agreed to the contrary. Call handling services may also be extended, up to 24/7, upon payment of an additional fee for extended cover.
11. Call Patching – the prices quoted assume call duration of not more than 20 minutes to UK land lines and 10 minutes to mobiles. International patched calls are charged separately. Cymphony reserve the right to either withdraw this service or levy a reasonable surcharge should the Client take calls that last longer than this. Cymphony cannot be responsible for the reliability of calls patched through to mobile phones in particular. Cymphony will attempt to patch callers through to up to TWO numbers and no more before taking a normal message from the caller.
12. Weekend, weekday evenings and 24/7 Service – Clients using an extended cover service should note that the same personnel that answer the calls during the core weekday hours will not necessarily answer calls at other times due to changing shift patterns.
13. The prices quoted assume typical call duration of no more than three minutes. At its sole discretion Cymphony may charge Clients a surcharge if calls habitually take longer than this.
14. In return for the standard charge Cymphony will endeavour to log the following information each time a call is taken: 1) The name of the caller 2) their telephone number, plus 3) a basic message.
15. Cymphony are also able to take extended messages and the processing of other data at the request of the Client conditional on a surcharge for each such extended message. If it is felt necessary to make such a charge we will not do so without first agreeing a specific rate with the Client.
16. Outbound calls, where required, made on behalf of Clients business’, e.g. follow up to sales leads, appointment diary booking call-backs, CRM and email enquiry responses, credit control calls, customer service calls, surveys etc are made at a time convenient to Cymphony, unless in an emergency situation or if previously agreed with Clients who are paying our priority Emergency Outbound Response higher service level fee.
17. All sums payable under this agreement, unless otherwise stated, are exclusive of VAT and other duties or taxes. VAT is due at UK rates.
18. Following completion of any free trial period the service must be cancelled in writing to avoid incurring call handling service charges.
19. The only method of payment that Cymphony accepts is Direct Debit.
20. Call inclusive, or fixed service fee, packages are paid monthly in advance with any additional usage charges being billed monthly in arrears.
21. A one month’s tariff will also be taken at the outset by way of a fully refundable deposit that will be repaid on the termination of the service providing no sums are outstanding.
22. An additional charge may be made for messages delivered by any method other than email.
23. Outbound calls will be costed and charged separately from the inbound call handling package depending on service level factors such as time taken, call knowledge complexity, international calls, weekend / evening calls, priority Emergency Outbound Response service level, patched calls, further admin required.
24. A variable Set Up/staff training fee per service will be taken at the outset. This may be increased to cover any complex/lengthy training.
25. All subsequent payments will be due within 7 days of our invoice date and we will process your payment using the Direct Debit details used to open the account. We do not accept credit card or cheques as a method of payment.
26. In the event of a direct debit payment failing a 3% bank admin fee will be added to the account and immediate payment by credit/debit card required to fully clear the outstanding account and keep the line open until the direct debit is reinstated.
27. A standard fixed credit limit is applied to the accounts of all Clients, normally equal to one month package value. Cymphony reserve the right to request an interim payment if this is exceeded also to suspend the service if a credit limit is significantly exceeded or there is reasonable cause for concern regarding account payments.
28. Service prices are reviewed annually in-line with good business practice and inflationary needs. One month’s written notice will be given of any annual price increases as required. Cymphony reserve the right to amend the cost of the provision of services at any time to include requesting a further, interim, set up fee and/or an increase in the call handling or admin fees of the Client if their requirements/service level changes or the workload/volumes increase significantly after the original price was agreed.
29. Any subsequent software, equipment, staff support, mailing, administration, services provided by Cymphony or its own Suppliers to the Client may or may not be subject to a separate agreement without prejudice to these Terms and Conditions
30. Cymphony shall be entitled forthwith to suspend or terminate its service if any sums become overdue, or if it has reasonable grounds to believe that any aspect of the service is being used for illegal or fraudulent purposes.
31. Cymphony shall be entitled forthwith to suspend or terminate its service if the Client commits any continuing or material breach of the Terms and Conditions or after written notice is given by the Supplier to the Client who fails to remedy the breach within 30 days.
32. Cymphony shall be entitled forthwith to suspend or terminate its service if an encumbrancer takes position or a receiver is appointed over any of the property or assets of the Clients or the Client goes into liquidation or makes a voluntary arrangement with its creditors or becomes subject to an administration order or the Client ceases, or threatens to cease to carry on business.
33. Cymphony shall be entitled to charge the Client interest at 4% per annum above HSBC Bank plc base rate from time to time on accounts in excess of 30 days overdue.
34. Cymphony reserve the right to recover damages or pursue any other remedy available to it in respect of any breach by the Client of these Terms and Conditions.
35. Neither party shall at any time during or after the term divulge, or allow to be divulged, to any person any confidential information relating to the business or affairs of the other. Any data held, including electronic diary and CRM information handled on behalf of a Client or their callers, remains the Clients property and will remain with them in the event they leave the service. This information will be duly purged and destroyed from our systems in accordance with current Data Protection legislation and our own data security processes.
36. Some calls are recorded for internal training and service quality purposes. It is the Clients responsibility to inform their callers of this. All voice recordings, hand written notes and logged messages held in our systems are archived and deleted after a nominal period in line with Data Protection regulations.
37. By virtue of the nature of the Services provided, Cymphony will ask the caller for their contact details and may provide the Client with the Calling Line Identity (CLI) of the dialling party. The Client hereby agrees that their organisation will utilise this CLI data in accordance with the Data Protection Act.
38. Whilst every reasonable effort is made to relay accurate, timely and non-misleading information to Clients callers. It remains the responsibility of the Clients to ensure Cymphony are provided with accurate, up to date, information and, where necessary, provide clear, simple scripts to enable the Cymphony staff to help the Clients callers without giving cause for misleading information being relayed.
39. The Supplier, and/or its Directors, shall not become liable to the Client for loss, or deemed loss, of profit or of any contract or for any consequential loss that may be suffered by the Client.
40. The Client agrees not to use the Service for any unlawful immoral improper purpose and acknowledges that such use constitutes grounds for immediate termination of the services by Cymphony. In the event of any dispute or investigation, Cymphony and call handling staff are not responsible for the provision of a Clients own service/goods/delivery/reliability/any payments or refunds due.
41. Cymphony shall not be liable to the Client or deemed to be in breach of the contract for the purchase and sale of Services by reason of any delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the Services, if the failure or delay was due to any cause beyond the Suppliers reasonable control including without limitation any acts of God, explosion, flood, tempest, fire or accident, or acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock-outs or other industrial actions or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failures or breakdown in machinery.
THE SUPPLIER’S RIGHT TO ASSIGN
42. This agreement and all rights under it may be assigned or transferred by the Supplier but not by the Client.
43. This agreement shall be subject to and interpreted in accordance with the laws of England.
44. All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it.
45. The failure by either party to enforce at any time or for any period any one or more of the Terms or Conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this agreement.
STATUS OF THE SUPPLIER
46. During the Term the Supplier shall be an independent contractor and not the servant of the Client.
INTERUPTION TO SERVICE
47. The Client accepts and acknowledges that malfunctioning or defective equipment may cause interruption of services, that atmospheric conditions under special circumstances may cause interference to the provision of the services and that calls and data may be routed over national public telecommunications systems and other IT and mobile phone networks beyond the control of Cymphony and the Client indemnifies Cymphony against any loss or damage arising to the Client through an interruption to the services so caused.
48. All disputes or differences which shall at any time arise between the parties whether during the Term or afterwards touching or concerning this agreement or its construction or effect or the rights, duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Charted Institute of Arbitrators in accordance with the Arbitration Acts or any statutory modification or re-enactment of it for the time being in force.
49. The contract for the purchase or sale of Services shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English Courts.
50. Cymphony reserve the right to amend these Terms and Conditions at any time in the future, for example due to legislative changes. Clients will be provided with new Terms and Conditions should this become necessary.
51. The Parties acknowledge and agree that the Client is a Data Controller in respect of any Personal Data which is Processed by Cymphony in the provision of the Service (and Cymphony is a Data Processor of such Personal Data).
52. In its capacity as a Data Processor of Relevant Personal Data, Cymphony:
a. shall comply with all applicable Data Laws;
b. shall enter into such additional agreements with the Client as may be required under any Data Laws;
c. shall only Process the Relevant Personal Data for the purposes expressly authorised by the Client and shall comply with all instructions given by the Client from time to time in relation to such Processing;
d. undertakes that it shall Process the Relevant Personal Data strictly in accordance with the provisions of this agreement and the Client ‘s instructions; and
e. warrants to the Client that it has appropriate operational and technical processes in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of Relevant Personal Data (“Security Measures”).
53. In its capacity as a Data Processor of the Relevant Personal Data, Cymphony shall, with effect from and including 25th May 2018:
a. maintain accurate written records of the Processing it undertakes in connection with this agreement which shall contain, at a minimum:
b. its details, the Client’s details and the details of its data protection officer;
c. the categories of Processing carried out on behalf of the Client;
d. the details of any transfers to any third countries, where applicable, and the safeguards in place for that transfer; and
e. an accurate record of the Security Measures it has in place; and
f. promptly provide such records to the Client and or any applicable regulatory bodies upon request.