Effective as of 16 Feb 2023

Worktual General Terms

This Agreement applies as between you, the user of the Worktual Services and Worktual the owner of this Website. Your agreement to comply with and be bound by this Agreement and the terms and conditions set out below (as modified from time to time) is deemed to occur upon your first use of the Services. If you do not agree to be bound by this Agreement, you should not subscribe to, or use the Services.

1 AGREEMENT STRUCTURE

The Agreement shall comprise of: (1) each set of commercial terms set out in the order confirmation invoice: (2) any applicable Price Plan (s) (3) any applicable Out of Plan Charges including Add Ons: (4) these General Terms: (5) any other document expressly referred to in the Agreement.

2 DEFINITIONS.

The defined terms in the Agreement shall have the following meanings:

Actual Spend

For applicable Agreements specifying a Minimum Term, the aggregate amount of Charges incurred and paid by Customer during the Minimum Term for the Service, but excluding Equipment Charges.

Price Plan

A periodic fee payable by Customer for the use of the Services.

Bearer Service

The method of transport used to carry communication information over the Network and the provision of access for external communications to the Network.

Business Day

Any day which is not a Saturday, a Sunday or a public holiday in England.

Charge

Includes but is not limited to, fees for Equipment, Software Licence fees, Recovery Charges, Standard Rate fees, Price Plans, Out of Plan Charges, Bundles, Features, Set-Up fees, Third Party Services fees and all other fees payable by Customer for the use of the Services.

Commencement Date

The date of Worktual’s acceptance of the customer order. Where acceptance is not express, acceptance is deemed when Worktual begins to provide the Services to Customer, the commencement date for the ordered Services shall be the date Worktual begins to provide the ordered Services to Customer.

Commercial Terms

Confidential Information

Connection

Customer Affiliate(s)

Customer

Customer Equipment

Deposit

Device Price List

Equipment

Insolvency Event

Intellectual Property Rights

Minimum Term

Network

Party

Port

Price Plan

Open-Source Software

Out of Plan Charges

Recovery Charge

Repair

Service(s)

Service Terms

Software

Software Licence

UK

User

Worktual

3 WORKTUAL’S OBLIGATIONS

• 3.1 Worktual shall use reasonable endeavours to supply Customer with the Service according to the standard of skill and care expected of a competent telecommunications provider.
• 3.2 Customer acknowledges that, it is impossible to provide a fault-free Service. For example, the Services may be affected by local terrain (trees, hills, and buildings), weather, electromagnetic interference, and compatibility and availability of any equipment, systems, and third-party services (i.e., wi-fi and broadband services) used by Customer.

4 USE OF SERVICES

• 4.1 Worktual may suspend the Services: (a) for any maintenance, modification, or technical failure of the Network: (b) to safeguard the security and integrity of the Network: (c) for any breach of Customer’s obligations as set out in this Agreement: (d) where it is necessary to comply with law or regulation (including any orders by law enforcement or regulatory agencies); (e) where Customer has exceeded the credit limit on its account; (f) where the Customer has breached the Fair Use Policy; (g) where the Customer has not made payment for the Price Plan and/or the Out of Plan Charges; (h) where Worktual receives a chargeback in relation to a Customers previous payment to Worktual; or where the Customers Credit Check has been unsuccessful and/or has been downgraded to a level which Worktual at its absolute sole discretion believes it is unsatisfactory.
• 4.2 Worktual shall keep all suspensions to a minimum and shall, where applicable, give Customer prior notice of such suspensions where reasonably practicable.
• 4.3 Customer shall not; (a) use any Equipment or Service for any purpose that may be abusive, a nuisance, illegal, hacking, or fraudulent; (b) do anything that causes the Network to be impaired; (c) use automated means to make calls, or (d) use the Services in a way which is inconsistent with any good faith commercial practice to Worktual’s detriment. For the avoidance of doubt the preceding list is not a definitive list.
• 4.4 The Services under this Agreement are available for UK registered companies only, further the Services shall exclusively be for business use only and not for personaluse. Customer shall provide Worktual with all requested documents immediately to establish that Customer is, and remains, a UK registered company. In the event that Worktual determines that Customer is not a UK registered company, or Customer is not using the Service for business use, then Worktual is entitled to suspend and/or terminate the Service without liability immediately.
• 4.5 In the event that Customer does not use the Services for a period of 90 (ninety) days, then Worktual reserves the right, without prior notice, to terminate the Services, and to delete the Customer’s account.

5 EQUIPMENT

• 5.1 Title to Equipment shall pass to Customer when Worktual-receives payment for it in full. Title to Equipment provided in license to use and free of charge shall pass to Customer on delivery. Worktual’s third party supplier shall bear the risk of loss and damage to Equipment until the point of delivery to Customer and Customer shall bear risk of loss or damage to Equipment from the time of delivery to Customer.
• 5.2 Customer shall notify Worktual in writing within 2 (two) Business Days of receiving damaged or incorrectly fulfilled new Equipment and Worktual will arrange instructions and pre-paid packing for Customer to return the Equipment to Worktual’s third party supplier. Customer shall notify Worktual in the event that Equipment is not received within 3 (three) Business Days. Following this notification, Worktual (or its third-party supplier) will investigate the matter and if necessary shall replace such Equipment.If Worktual has proof of delivery then Customer shall pay for the replacement of such Equipment.
• 5.3 Where Equipment becomes faulty due to defect inherent in the Equipment within the manufactures’ 12-month warranty period, Customer shall contact Worktual and follow Worktual’s reasonable instructions, and if required Customer shall return such Equipment to Worktual’s third party supplier at Customer’s cost and Worktual’s third party supplier shall decide if to repair or replace the Equipment in accordance with the manufacturers’ warranty. Customer acknowledges that Customer Equipment not authorised for use on the Network may result in an impaired User experience.
• 5.4 Worktual shall pass on the benefit of any warranties it receives from the Equipment manufacturer to the Customer. Customer acknowledges that any damage to, or unauthorised attempt to repair, service or tamper with the Equipment shall result in an impaired user experience and invalidate any warranty. Worktual’s supply of Equipment shall be subject to availability.
• 5.5 In the event that any Customer’s Equipment has to be returned to Worktual’s third party supplier, and the third-party supplier advises that, after inspection of the returned Equipment, the Equipment is not faulty, or has been damaged by Customer, or that the Customer has invalidated the warranty, then such third party supplier has the right to charge for the handling and inspection of the Equipment. In the event that Worktual receives any charges in this regard, then Worktual shall inform the Customer, and Worktual has the right to charge the Customer’s registered credit/debit card with the same costs and the Customer agrees that they authorise such charges to be levied by Worktual.

6 CHARGES

• 6.1 Unless specified otherwise, Worktual states all Charges are exclusive of VAT which is charged at the current rate. Rounding and minimum charges apply as set out in the applicable Price Plan or Out of Plan Charge.
• 6.2 (i) A minimum monthly amount for the Price Plan shall be prepaid by the Customer, and if the Customer exceeds the allowances within the Price Plan, or the Customers uses a service or feature not included within the Price Plan, then Worktual shall automatically charge the Customer and deduct this from the balance in their MyAccount. Customer must top up their MyAccount balance by credit/debit card with a minimum amount of £10 (or other amount as set up within the My Account section by the Customer). Any purchases or services that fall outside of the designated price plan will be debited or paid using the available credit balance in the MyAccount. The minimum amount to be maintained in the credit balance is £10. To ensure that the customer's account remains adequately funded, an auto top-up feature will replenish the credit balance with the minimum amount of £10 whenever it falls below the prescribed minimum level.
• (ii) Customer shall pay all amounts under this Agreement by either credit/debit card or by monthly Direct Debit without set off, unless validly disputed in accordance with clause 6.5 below. Worktual shall where applicable also retain Customers credit/debit card details and use the same in case the Customer’s direct debit is not successful, or for any other charges under this Agreement.
• 6.3 (i) If Customer upgrades, or adds additional Services, Users, Features and/or Price Plans at any time, then the Commencement Date, for the Minimum Term (as originally set out in the Customer order confirmation email), shall be reset to the date of such request by the Customer for the upgrade and/or additional Users/Services/Features/Price Plan. For the avoidance of doubt Customer may upgrade their plan at any time but shall not be permitted to down grade at any time during the Minimum term.
• (ii) Worktual shall use all reasonable efforts to ensure that all features offered as part of a Price Plan are operational. However, Customer agrees and understands that certain feature(s) may not be available from time to time, or not available at the commencement of the Services subscribed to by the Customer, and Worktual will strive to enable the feature(s) as soon as possible.
• 6.4 Customer acknowledges that, they will be charged and fully liable to pay for any third-party Installation Costs and for any missed appointments of any third party appointments.
• 6.5 If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall use reasonable endeavours to notify Worktual of such dispute before the next monthly advance payment providing explicit details of why the invoiced amount is incorrect and how much Customer considers is due.
• 6.6 In the event that Worktual has not received payment for Charges, for whatever reason, then, Worktual shall: (a) contact Customer’s accounts payable department (or other contact advised to Worktual in writing) to request payment; and (b) be entitled to charge interest on the overdue Charges at 14% per annum above the base rate of the Bank of England and charge a fixed sum for the cost of recovering late commercial payment on top of interest. In the event that Worktual refers such non-payment for Charges to a third-party collection agency, or similar service company, then Customer is informed and acknowledges that such third party may take actions that result in the Customer receiving an adverse credit rating, and/or county court judgement, or other similar judgements, being registered against the Customer.
• 6.7 Where Worktual has not received full payment with 7 calendar days of point 6.6 (a) above, Worktual may take, without any further notice, all or any of the following actions until such time as payment, including any interest due and debt recovery costs, has been received; (a) withhold any sums and/or Deposit owing to Customer by Worktual (b) suspend Customer’s and/or User’s use of the Services in relation to which Charges are outstanding; and (c) subject to Worktual having taken one of the actions above, issue a notice under clause 12.3.
• 6.8 Worktual may credit assess/check Customer from time to time as reasonably required to assess Worktual’s risk. Each credit assessment if successful shall entitle Worktual to offer to the Customer at Worktual absolute discretion a level of credit limit on Customer’s Worktual account (details of which are available on request). Further Worktual shall also have the right to request the Customer to make a Deposit payment, and/or increase the amount of a previously paid Deposit.
• 6.9 Customer acknowledges if Worktual is charged from bank institutes for chargeback fees due to the Customer acts or omission then Worktual shall charge the Customer for such charges and the Customer will be fully liable to pay the chargeback fees and any other third party fees charged.

7 DIRECT DEBIT GUARANTEE

8 TELEPHONE NUMBERS

• 8.1 Worktual shall allocate telephone numbers to Customer for Customer’s use of the Services. Customer hereby agrees and warrants that such use of the telephone numbers is at all times subject the applicable legal and/or regulatory requirements. Further and upon any reasonable instructions from a such a legal and/or regulatory authority,Worktual may need to take appropriate actions to be in compliance with such legal and/or regulatory authorities’ instructions. Worktual will, where necessary and possible, inform the Customer as soon as reasonably possible, and will, where possible, take reasonable steps to minimise any disruption to the Customer.
• 8.2 If Customer wishes to Port a telephone number allocated to Customer by Worktual, the Customer will contact Worktual in writing requesting if such Port is possible. Worktualwill investigate if such Port of the telephone number to Customer’s nominated operator and/or service provider is supported/possible. Customer agrees and understands that any such request to port a telephone numbers shall at all times be subject to applicable law and regulation. Worktual will provide information on the possibility of porting any telephone number in a reasonable time. Customer understands and accepts that Worktual may not be able to support Porting of certain numbers, due to the law/regulation or other reasons.

9 SOFTWARE LICENCE

• 9.1 Subject to the terms of the Agreement and any Software Licence provided with the Equipment or Services, either directly by Worktual, or any third-party licence incorporated into the Software Licence, Worktual shall grant or will ensure that the licensor will grant to Customer a non-transferable, non-sub licensable, and non-exclusive basis to use the Software during the Minimum Term for the applicable Service in object code form for the Customer’s internal use.
• 9.2 Where Worktual provides Customer with Equipment or Services which contain Software subject to a Software Licence and Customer does not accept the terms of the Software Licence, Customer will not be able to use the relevant feature of the Service or Equipment to which the Software Licence relates. Upon Customers use of the Equipment/Service to which the Software license relates, the Customer will be deemed to have accepted all the terms and conditions of the Software license.
• 9.3 Where Software is subject to a Software Licence, the terms of the Software Licence shall comprise the Customer’s sole rights and remedies in respect of the Software to which it applies.
• 9.4 The Customer shall not copy, modify, reverse engineer, adapt, translate, decompile, disassemble, make error corrections, license, sub-license, or resell any Software in whole or part, unless expressly permitted to do so by Worktual or by relevant law.

10 ORDERING & ACCOUNT CONFIGURATION

• 10.1 Customer shall order Services and Equipment by submitting an order through Worktual’s online ordering system, by email, or by such other means as Worktual may permit. Customer is informed that Worktual is not obliged to accept any order, and that any order that Worktual decides to accept will be conditional on Customer making full prepayment via credit or debit card and Worktual having received cleared funds into its bank account.
• 10.2 Orders are binding on both Parties from the date of acceptance by Worktual. If acceptance is not express, it shall be deemed to have occurred on dispatch of Equipment or activation of Service by Worktual.
• 10.3 Upon an order being agreed and accepted by Worktual, the Customer shall receive an email from Worktual with instructions on how to complete the required configuration in order to set up the Customer’s account with Worktual. Customer is obliged to complete all requested details in order for the Customer’s account to be correctly configured by Worktual in support of the Services. Such configuration will include, but is not limited to, setting the various end users of each of the numbers as ordered by, and for the use by, the Customer, and/or the Customers authorised users. This includes the Price Plans, features and other relevant settings and configurations to enable the Services. Worktual will use such provided details by the Customer to provide the Customer with the Services under the Agreement, and for any relevant data disclosure requirements in relation to legal and regulatory obligations of Worktual, including to pass on Customer’s and/or an end user of the Customer, postal address details in relation to any lawful enquiry from the Police or any other agency having such powers to request disclosure of such information.
• 10.4 Worktual reserves the rights to carry out a credit check on the Customer. If the credit check results come back unsatisfactory or the results of the previous satisfactory credit check downgrades, then Worktual has the absolutely sole discretion and right to either suspend and/or terminate the contract with immediate effect or change the payment terms of the Agreement or request that the Customer pays a Deposit on account which will remain with Worktual and shall be utilised in the event that Customer does not make payment of Charges as set out in the Agreement. If the Deposit is utilised in full or in part then the Customer must replenish the Deposit in full within 3 Working Days, to resume full balance of Deposit. If Services have been suspended, then the Service will not be unsuspended until Deposit is replenished. Worktual shall refund to Customer any remaining balance of the Deposit within 30 days of the Agreement terminating subject to Customer not having any amounts owing to Worktual.

11 SUSPENSION/DISCONNECTION OF SERVICE

• 11.1 Worktual may suspend or cease the Service or disconnect without any warning where: i) the Customer is in breach of one or more of the terms and conditions of the Agreement and has not remedied the breach within 30 days of receiving Worktual notice of breach of Agreement; ii) the Network breaks down or needs maintenance (Worktual tries to minimise these cases); iii) anyone using the Equipment and or the Service and does not adhere to the terms and conditions of the Agreement; iv) the Customer use of Service damages the Network or puts the Network at risk; v) if the Customer is in breach of any payment or prepayment under this Agreement, and vi) any other reasons set out in clause 4, or elsewhere in this Agreement.
• 11.2 Where Worktual suspends or disconnects the Service this does not waive the Customers other obligations under the Agreement. The Customer will still be liable to pay the Charges, save as in the event of suspension or disconnection as a result of Worktual maintenance of the Network which extends beyond ten days and affects the entire Network, in this case Worktual will not charge for the Service that was unavailable for the period in which the Customer could not use the Service due to maintenance.
• 11.3 Worktual may apply a fee to reconnect the Service where Worktual has suspended or disconnected the Service due to the fault of the Customer as set out in the Agreement.
• 11.4 Worktual rights to suspend the Service under this clause does not affect any other rights Worktual has under the Agreement to suspend or terminate the Agreement.

12 TERMINATION

• 12.1 The Agreement shall commence on the Commencement Date and shall continue for the full Minimum Term. At the end of the Minimum Term period, the Agreement shall auto renew for the same period of time as set out in Customers order confirmation email. In the event that Customer does not wish for the Agreement to auto renew, the Customer shall access their account on “My Account” and select the cancel auto renew option.
• 12.2 Each Party shall have the right to terminate the Agreement in whole or in part by giving the other Party 30 days’ written notice of termination. In the condition that the Customer has provided a valid notice under this clause, the Customer may stop using any of the services at any time, but Customer shall still pay the Charges for the Service until the expiry of the Minimum Term.
• 12.3 The Parties shall each have the right to terminate the Agreement in whole or part with immediate effect (by serving written notice of termination to the other Party) only in the following circumstances: (a) if the other Party becomes subject to an Insolvency Event: or (b) if the other Party is in material breach of this Agreement (provided that where such breach is capable of remedy, the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is deemed received from the non-infringing Party).
• 12.4 Worktual may terminate this Agreement in whole or part with immediate effect, by giving written notice to Customer where Worktual has suspended the Services under clause 4 or clause 6.8.
• 12.5 Worktual may terminate this Agreement in whole or part and with immediate effect, if Worktual suspends the Service in accordance with clause 11 of this Agreement.
• 12.6 Worktual has the right to terminate the Agreement in whole or part with immediate effect, if the Customer becomes insolvent or made bankrupt.
• 12.7 Worktual has the right to terminate the Agreement in whole or in part any of the Service by giving 30 days written notice that the Service will no longer operate.
• 12.8 Unless Worktual notifies Customer otherwise, any content services included in Customer’s price plan shall start at the same time as the Commencement Date, regardless of when Customer starts to use the content service pass and shall end after the Minimum Term set out in the Commercial Terms. If a content service is included in Customer’s particular price plan and is provided for less than the Minimum Term, the content service may become a monthly paid subscription from the date the content service ends unless Customer cancels it.

13 CONSEQUENCES OF TERMINATION

• 13.1 Subject to clause 21.2 below, on termination of the Agreement (in whole or part), the following shall apply to all or part of the Agreement terminated: (a) Customer shall cease use of the Service(s) and software; (b) Worktual shall cease to provide the Service(s) (c) the Parties shall promptly upon request return or destroy all Confidential Information (except one copy which is necessary to keep in order to ensure compliance with this Agreement), and provide written confirmation of this upon request; (d) Customer will return immediately any hardware provided to the Customer in license to use in good working order and condition if the hardware is not returned then the Customer will be liable to pay the replacement costs (e) Customer shall pay Worktual all sums due, including any applicable Recovery Charge.
• 13.2 Except where Customer validly terminated the Agreement, a price plan or Connection in accordance with clause 12.3, or clause 15.3, or where Worktual terminates the Agreement, a price plan or a Connection in accordance with clause 11.2,of this Agreement, a Connection or price plan is terminated prior to the expiry of a Minimum Term, Customer shall pay Worktual a Recovery Charge.
• 13.3 If the Customer validly terminates the Agreement, a price plan or Connection in accordance with clause 12.3, or clause 15.3, Customer will not have to pay the Recovery Charge but may have to make payment for its hardware, if this applies. Worktual will let Customer know in its Commercial Terms and inform Customer of the original value of Customer’s hardware, less any initial payment Customer made towards it, multiplied by the number of months left in until the end of the Minimum Term, Customer shall pay Worktual a Recovery Charge.
• 13.4 If the Customer has paid a Deposit, and there are outstanding Charges or any other amounts due under the Agreement by the Customer to Worktual after termination, then Worktual has the absolute sole discretion to deduct the full amount owed to Worktual from the Deposit. If the amount of Deposit on account is not sufficient to discharge the remaining outstanding money owed by the Customer to Worktual, then Worktual has the right to issue legal and/or recovery proceedings to recover the outstanding amount pursuant to the Agreement.

14 INTELLECTUAL PROPERTY

• 14.1 The Intellectual Property Rights that exist in, or which are created by Worktual during the provision of the Services, Software and hardware are owned by Worktual or its licensors. Other than as is necessary for the use permitted under this Agreement, no other right, licence or transfer is granted or implied under such Intellectual Property Rights. Customer shall not do anything to jeopardise Worktual’s or its licensors’ Intellectual Property Rights.
• 14.2 The Intellectual Property Rights that relate to Customer’s documentation, processes, procedures, know-how and anything else to which the Customer has title are by Customer or its licensors, and other than as is necessary for use permitted under this Agreement no other right. Licence or transfer is granted or implied under such Intellectual Property Rights. Worktual shall not do anything to jeopardise Customer’s or Customer’s licensor’s Intellectual Property Rights.
• 14.3 Subject to the rest of this clause, Worktual shall indemnify Customer for all losses (including reasonable professional costs) payable to a third party arising out of any proven infringement of third-party Intellectual Property Rights as a direct result of the use by Customer of the Equipment or Services under this Agreement (a “Relevant Claim”) up to the amount paid by customer the previous 3 months only. Customer shall (a) promptly, taking into account any set deadlines, notify (giving details) of any Relevant Claim to Worktual; (b) not admit liability, take any action which may prejudice the defence of any Relevant Claim to Worktual’s prior written consent; (c) give Worktual all reasonable assistance to enable Worktual to defend the claim; (d) mitigate its losses following a Relevant Claim; and (e) give Worktual sole authority to Conduct the Relevant Claim. Worktual shall have no liability under this clause if the Relevant Claim results from or relates to: (a) the use of equipment, services or software not provided by Worktual; (b) Worktual’s compliance with the Customers requirements, designs or instructions; (c) the combination of the Services or Hardware Equipment which is not in accordance with products or services not provided by Worktual (d) the use of the Services or Hardware Equipment which is not in accordance with Worktual’s instructions or this Agreement; (e) modifications by Customer or a third party to the Services or Equipment; (f) a breach by Customer, Customer affiliate or User of the provisions of this Agreement; or (g) the use of any original Equipment or Service after a later release is made available to the Customer and communicated by Worktual to avoid a Relevant Claim. This indemnity shall be Customer’s sole remedy for any Relevant Claim.

15 CHANGING THIS AGREEMENT

• 15.1 Worktual may change this Agreement (including changing or introducing new Charges or changing or withdrawing the Services or third-partyservices) where required:(a) to comply with applicable law or regulation; (b) because of a change imposed by a third-party supplier; or (c) due to a change in Worktual’s operation or services.
• 15.2 Subject to the rest of this clause. Worktual shall provide Customer as much written notice as is reasonably practicable of a change made under clause 15.1. Worktual shall not notify Customer of a change if it relates to a third-partyservice which Customer does not regularly use but shall (where applicable) update the relevant Price Plan Guide on www.worktual.com. Worktual may update or withdraw its Services without notice only where such change (in Worktual’s reasonable opinion) does not cause Customer significant detriment.
• 15.3 The Customer may terminate the affected part of the Agreement where a change under clause 15.1 (b) or clause 15.1(c) causes the Customer a material detriment which cannot be offset by Worktual to the Customers reasonable satisfaction on 30 days’ written notice to Worktual. This right to terminate ends 30 days after the effective date of change. The following shall be material detriment for the purposes of this clause: (a) an increase in Customers UK monthly Charges of more than 100% in a 12-month period: (b) a significant increase in Customers monthly inclusive price plan Charges: or (c) a withdrawal of the core Services. However, this clause does not apply if the change or withdrawal relates to a third-partyservice which Customer may stop using or cancel without ending this Agreement.
• 15.4 Save as set out in clause 15.1, changes to this Agreement must be made by written agreement of both Parties.

16 CONFIDENTIALITY

• 16.1 Neither Party shall disclose the Confidential Information of the other Party to any other party for the duration of this Agreement and for 3 years after termination except as permitted below. A Party may disclose the Confidential Information to any director, officer, employee, contractor, or advisor, of the receiving Party where necessary to fulfil the purpose of this Agreement provided that the receiving Party ensures those recipients comply with this clause 16.
• 16.2 Confidential Information shall not include information that: (a) is publicly available other than through breach of this Agreement; (b) is lawfully in possession of the receiving Party before disclose under this Agreement: (c) has been obtained from a third party who is free to disclose it: (d) is independently developed without access to the Confidential Information; or (e) a Party is required to disclose by law or regulatory authority.
• 16.3 Upon written request as soon as reasonably practicable, a Party shall return all Confidential Information (as far as technically reasonably possible) to the Disclosing Party. The Receiving Party may retain Confidential Information as required by law or as required for archive purposes. This Agreement will continue to apply to any Confidential Information.

17 DISCLAIMER OF WARRANTIES.

• 17.1 The Software is provided “AS-IS” and on an “AS-AVAILABLE” basis. To the maximum extent permitted by law, Worktual disclaims all warranties, express or implied, including the implied warranties of non-infringement, merchantability, quiet enjoyment, title, non-infringement, usefulness, completeness, quality, and fitness for a particular purpose. Worktual make no commitments about the content within the Software or Services. Worktual further disclaims any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or (d) any errors or defects in the Services or Software will be corrected.
• 17.2 We specifically disclaim all liability for any actions resulting from your use of any Services or Software, including any liability arising against any Open Source Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service or Software.

18 LIABILITY

• 18.1 Nothing in this Agreement restricts either Party’s liability for: death or personal injury resulting from negligence; claims for non-payments; liability for fraud or fraudulent misrepresentation; and anything which cannot be restricted by law.
• 18.2 Save for the Customers obligations to Worktual for any payments under the Agreement, and save for clause 17.1 each Party’s liability under this Agreement, whether in contract, tort (including negligence), misinterpretation, breach of statutory duty, indemnity or otherwise: (a) is excluded for: (i) any loss (whether direct or indirect) of: profit, revenue, business, data, anticipated savings or goodwill; and (ii) any indirect consequential losses, regardless of whether such losses were contemplated; and (b) for all other losses is limited in total to: (a) 100% of the value of the Charges paid by Customer in the first 12 months of the Agreement; or(b) if this Agreement has not been in place for 12 months, then the average monthly Charges payable for the months from the Commencement Date Of The Agreement to the Date of the first claim, multiplied by 12, whichever is the lower.
• 18.3 Unless expressly set out in this Agreement, all other warranties, terms, conditions, statements and representations (whether expressed or implied by statute, common law, custom, usage or otherwise) are excluded to the fullest extent permitted by law.

19 TRANSFERRING THIS AGREEMENT

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

20 DATA PROTECTION

• 20.1 Both Parties shall comply with applicable privacy law. The Customer acknowledges that Worktual will process personal data and traffic data when it provides the Services and that Worktual Business is the Controller of these data under all relevant laws and regulations, including but not limited to General Data Protection Regulation (EU).
• 20.2 Where required, Customer authorises Worktual to process these data and agrees to use reasonable endeavours to notify Users about Worktual: (a) processing data for maintaining the security, integrity and quality of the Network (including interception, monitoring or recording of communications in accordance with applicable law); (b) processing data for its own market research and analysis in order to develop Worktual ’s products, but this does not include providing personal data to third parties or making it publicly available: and (c) disclosing data to third parties only: (i) if required by applicable law or regulation; or (ii) where the third parties are sub-contracted processors of Worktual .

21 NOTICES

• 21.1 All notices to Worktual under this Agreement shall be in writing and sent to Legal Department of Worktual’s registered office Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR. All notices to Customer under this Agreement shall be in writing and sent to the Customer’s address, main contact mobile number (via text), or email address set out in the Commercial Terms. Notices will be deemed given two (2) working days after dispatch, and for text and email upon sending, unless time of delivery can be proved.

22 GENERAL TERMS

• 22.1 Neither party shall lose any right under this Agreement if it fails to use that right, or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an on-going waiver of that right unless it is expressly stated to do so.
• 22.2 Termination of this Agreement (in whole or part), shall not affect the accrued rights and liabilities of either Party. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement (in whole or part) shall continue in force.
• 22.3 This Agreement is governed by the laws of England or Wales. The Parties submit to exclusive jurisdiction of the courts of England.
• 22.4 Subject to clause 19.1, this Agreement represents the entire Agreement between the Parties relating to the subject matter and supersedes any previous agreements related to the subject matter. The Parties have not relied on any statement, representation, warranty or understanding, other than expressly set out in this Agreement.
• 22.5 Customer shall ensure its systems; equipment and processes are compatible for use with the Services. Worktual shall not be liable to support the Services if Customers’ systems, equipment or processes are incompatible with the Services. Worktual shall use reasonable endeavours to advise Customer of relevant requirements on request.
• 22.6 If a provision or part-provision is illegal, invalid or unenforceable, that provision or part-provision shall be treated as having been modified to the minimum extent necessary to make it valid, legal or enforceable and to ensure it achieves the intended commercial result of the original provision. If modification is not possible, the relevant provision or part-provision shall be deleted. Any modification to or deletion shall not affect the validity of the rest of this Agreement.
• 22.7 Equipment and Services used by Customer but not stated in the Commercial terms shall be governed by this Agreement unless the Parties agree otherwise.
• 22.8 Both Parties shall use reasonable endeavours to resolve any dispute under this Agreement. Customer should refer to the Worktual complaints procedure which can be found on www.worktual.com. Nothing in this Agreement prevents a party from seeking a remedy through the courts.
• 22.9 Worktual shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption and shall not give or receive any bribes, including in relation to any foreign public official.
• 22.10 Neither Party will be responsible or liable for the failure or delay in the performance of its obligations due to cause beyond its reasonable control. If the cause ends, the Party shall perform its obligations and the time for performance will be extended by the duration of the cause. If delay in performance persists for a period of more than 30 days, the unaffected Party will be entitled to terminate this Agreement on written notice.
• 22.11 Customer shall take appropriate measures to back up data and otherwise protect against loss of data under this Agreement and keep secret any passwords.

23 EMERGENCY CALLS

• 23.1 Worktual provides support of calls to emergency services, thus allowing most Customers to call the emergency services on 999. Customers that are using the Worktual Service through an IP phones or any other softphones will be able to dial 999 directly. Those Customers using virtual extensions and Customers using the Worktual Service by way of an app on their smartphone cannot make calls to 999 through the Worktual Service directly. Customer is advised that calls to 999 shall be impacted in the event of Customer’s broadband/ISP/Wi-Fi is not operational, and Customer shall not at any time reply solely on the Worktual Service to make such emergency calls. Customer will at all times ensure that they have alternative methods available to themselves for any calls that they may need to make to the emergency services.
• 23.2 Customers shall provide full and accurate location details (full postal address) of all users of the Worktual Service, and shall maintain such location details at all times. If you wish to change your location details, please contact our customer services department. Having up to date location details is imperative, as Worktual have a legal and regulatory duty to provide such location details to the emergency services when requested.

Open-source software licenses:

Intent Classification & Entity Recognition – BERT Copyright 2023 Worktual Limited Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

mBART50 Copyright 2023 Worktual Limited Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Response Generation – BART Copyright 2023 Worktual Limited Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Stevhliu_my_awesome_billsum_model Copyright 2023 Worktual Limited Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

TocoTron2 Copyright (c) 2018, NVIDIA Corporation All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

• Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
• Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
• Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

Whisper-Large Copyright (c) 2022 OpenAI Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

1 Introduction

At Worktual, we take seriously our responsibilities to look after your Data and we are committed to protecting your privacy.

Worktual is a Service operated by Worktual Limited, a company registered under the laws of England and Wales with company registration number 09646747 and registered address at Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR (hereinafter “We”, “Us” or “Our”).

This Privacy Policy describes how we collect, store and use your Data. There are steps you can take to control what we do with your Data and these steps are explained in this Privacy Policy.

It does not extend to any websites that can be accessed from this Website including, but not limited to, any links we may provide to third-party websites.

2 Definitions and Interpretation

In this Policy the following terms shall have the following meanings:

Account

Account means the account and/or System that Worktual uses to record any Services that you have used.

Data

Data means collectively all information that you submit to Worktual, depending on how you use our Services and our Website. This definition shall mean any information relating to an identified or identifiable natural person, in accordance with the definition in the General Data Protection Regulation (EU) 2016/679;

Services

Services means any online communications infrastructure that Worktual makes available to you either now or in the future. This includes, but is not limited to, the Services, web-based email, message boards, live chat facilities and email links.

UK and EU Cookie Law

UK and EU Cookie Law means the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011; and

Website

Website means the website that you are currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions.

3 Data Collected

Depending on the Service you use and how you use our Services and our Website, the following Data about you may be collected, including Data that you provide to us, Data that may be collected automatically and Data we collect from third parties:

• 3.1Your name and contact details such as email addresses, telephone numbers, and address, and information about your contacts, and those third-parties that you communicate to through the use of the Service ;
• 3.2 Personal details such as date of birth, gender, occupation;
• 3.3 If you are a company, then details from publicly available sources to understand your company name, data related to your industry, size of your company, your company’s URL;
• 3.4 Communication we have with you such as emails, letters, telephone calls, messages to our online chat service, messages sent to us through our social media platforms, feedback;
• 3.5 Payment and billing information such as bank account details, payment card details and billing address;
• 3.6 Technical and usage information such as traffic data, call data records, voice mail recordings, top up records, traffic and location data.
• 3.7 Device data, such as details of the operating system and model if you use our Services via our App. For other devices information collected by cookies and other similar technologies.
• 3.8 Information that is automatically collected such as IP addresses, your activity on this Website through tracking technologies such as cookies, web beacons, and similar technologies: and
• 3.9 Your end-users’ data obtained from the content of communications you send or receive using the Services of Worktual.

4 Our Use of Data

• 4.1 Worktual will only process and use your Data if we have a proper reason for doing so. According to the law, we may only use your Data for one or more of the following reasons:
• 4.1.1 If necessary for the performance of a contract with you;
• 4.1.2 If you consent to the use; or
• 4.1.3 When it is in our legitimate interests.
• 4.2 Legitimate interests will be based on our business and commercial reasons for using your Data, however, we will not unfairly put our legitimate interests above what is best for you.
• 4.3 We may use the above Data you provide to us in order to provide the best possible customer experience when you use our Services, in particular:
• 4.3.1 To provide our Services to you;
• 4.3.2 To manage your Services;
• 4.3.3 To personalise and improve your customer experience and our products/ Services;
• 4.3.4 To carry out necessary duties for the running of our business;
• 4.3.5 To detect, investigate and prevent fraud / financial crimes and comply with any legal and regulatory obligation;
• 4.3.6 To provide customer services facilities in respect of any query or complaint raised;
• 4.3.7 To communicate and send you information about your Service subscription;
• 4.3.8 Unless otherwise indicated, to inform you of our offers that we think you may be interested in.

5 Google User Data

• 5.1Worktual respects the privacy and security of our users. This outlines how we handle user data, particularly when interacting with Google Calendar API services.

  Our service integrates with the Google Calendar API performs for event scheduling. By using our service, you agree to the following terms regarding the handling of user data through the Google Calendar API.

• 5.1.1 When users use our service and connect with Google Calendar, that grant Worktual to share the permission to access and manipulate user's Google calendar data. This includes creating, modifying, and deleting events on users behalf. We Create/Update the event details from Worktual Service to Google Calendar API.
• 5.1.2 Worktual pass the user data obtained from Google Calendar API solely for the purpose of providing our service enhancing user experience. This data from Google Calendar API may include event details.
• 5.1.3 Worktual prioritize the security of user data and have implemented measures to safeguard against unauthorized access, disclosure, alteration, and destruction. Our system complies with industry standards for data protection.
• 5.1.4 Worktual retain user data which obtained through the Google Calendar API for the duration necessary to fulfill the purpose for which it was collected. Users can revoke our access to their Google Calendar data at any time through their Google Account settings.
• 5.1.5 We strictly do not share user data obtained through the Google Calendar API with/to third parties.
• 5.1.6 Our service adheres to the Google API Services User Data Policy and the Google API Services

6 Sharing your data

6.1 We do not sell, rent, lease or share your data with any other third parties if you do not consent. However, we share some of your personal data with, or obtain personal data from, the following categories:
• 6.1.1 Government authorities and law enforcement when necessary to comply with our legal obligations;
• 6.1.2 Suppliers we work with, to render services adequately;
• 6.1.3 Companies within the group, including affiliates, to provide the best Services to you;
• 6.1.4 Payment card, bank and fraud management services provider to process payments and prevent fraud, or for debt recovery.
• 6.2 We may send data outside of the EEA to work with our affiliates and companies of the group, and we will ensure that it is protected in the same was as if it were being used in the EEA. Such recipients are subject to a contract requiring protection of Data to the same standards as required within the EEA.

7 Storage and protection of your Data

• 7.1 Any personal Data you submit will only be retained by Worktual for as long as is necessary for its use. How long we need Data depends on what we are using it for, whether that is to provide Services to you, for our own legitimate interests, or so that we can comply with the law.
• 7.2 We will actively review the information we hold and when there is no longer a customer, legal or business need for us to hold it, we will either delete it securely or in some cases make it anonymous.
• 7.3 Data security is of great importance to Worktual . We have put in place appropriate physical, electronic and managerial procedures to safeguard and secure Data collected, including:
• 7.3.1 Encryption and password protection for systems holding Data;
• 7.3.2 Limiting the number of people who have access to the systems;
• 7.3.3 Reviewing industry security standards to keep up to date with current best practice.

8 Changes of Business Ownership and Control

• 8.1 Worktual may at any time expand or reduce its business and this may involve the sale and/or the transfer of control of all or part of Worktual. Data provided by you may also transfer with this sale and/or transfer of control to the new owner or new controlling party. Any new owner or new controlling party will be subject to the use of your Data, in accordance with the terms of this Privacy Policy.
• 8.2 In the event that any Data submitted by you is to be transferred in such a manner, you will not be contacted in advance and informed of the changes.

9 Personal Information

• This app functionality requires/requests users to give us contact information (such as their email address) and personal information (such as their names, phone numbers, profile image/picture/photo and address details). The visitor's contact and personal information is used to contact visitors when necessary and requested, but is primarily used to collect personal information necessary to effectively market and to sell or deliver the property of sellers to buyers and to otherwise provide professional services to clients and customers. We do not sell, trade, transfer or exchange your personal information with anyone. We do not disclose information about your individual visits to this site, or personal information that you provide, such as your name, address, e-mail address, telephone number, etc., to any outside parties, except when we believe the law requires it. Hals Blue app uploading a profile image/picture/photo with app user permission at the time update profile. Hals blue app asking a permission(for CAMERA and WRITE_EXTERNAL_STORAGE) first to user for take image/photo/picture from Gallery or Camera, if app user allow it then profile image updated.

10 Your rights

• 10.1 You are entitled to:
• 10.1.1 Request copies of all your personal Data held by Worktual;
• 10.1.2 You are entitled to amend, correct or delete such Data held by Worktual;
• 10.1.3 You are entitled to limit, restrict or object our processing of your Data;
• 10.1.4 You are entitled to withdraw any consent you have previously given to use your Data.
• 10.2 Worktual reserves the right to charge a reasonable fee or inform you of our refusal to respond when requests of access to personal Data in accordance with Clause 9.1.1, is manifestly unfounded or excessive.
• 10.3 If and when you exercise your rights, we will aim to respond as soon as possible and where possible within one month. If your request is more complicated, it may take a little longer to process, and we will respond within two months of your request.
• 10.4 So as to safeguard against fraud we may ask you for documentary confirmation of your identity before we provide any information or assistance to you.
• 10.5 To raise any objections or to exercise any of your rights, you can put your request in writing, to Worktual Customer Services, Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR or by email to info@Worktual.com.

11 Marketing: How to manage the marketing communication you receive

• 11.1 We may send you marketing communications if you have indicated that you are happy to receive such communication (or if you have signed up for our Services and you have not told us that you no longer wish to receive marketing communication).
• 11.2 Our marketing communications include information about our new and existing Services, which we think you might like and other products we think might be useful to you.
• 11.3 If you have previously opted-in to receive marketing communication from us, you may opt out of receiving marketing communication for us at all. You can update your preferences at any time. You can also opt out of receiving marketing communication by clicking on the unsubscribe link which we include in all our marketing emails or by texting ‘STOP’ to our marketing texts.

12 Cookies

• 12.1 You may access certain areas of the Website without providing any Data at all. However, to use all features and functions available on the Website you may be required to submit certain Data.
• 12.2 This Website places certain first party cookies on your computer. Cookies are text files containing small amounts of information which are downloaded onto your device when you visit a website. Certain features of the Website depend upon cookies to function. Certain cookies may be placed immediately when you visit the Website and it may not be possible to obtain your prior consent, however, you may block these cooking in accordance with Clause 12.5 to 12.7 below
• 12.3 Worktual uses cookies, in accordance to UK and EU cookie law, for the following reasons:
• 12.3.1 To improve your experience and allow efficient navigation;
• 12.3.2 To identify and understand your preferences to personalise Services we offer to you;
• 12.3.3 To improve our range of products and Services;
• 12.3.4 To analyse and understand Website usage patterns and statistics to then provide improved Services via the Website;
• 12.4 This Website contains third party cookies, placed by websites and/or third parties other than Worktual for advertising services, and these are not integral to the services provided by this Website;
• 12.5 Upon entering the Website, you will be presented with a pop-up requesting your consent to enable the Website’s cookies. You may, if you wish, deny your consent at this point. However, certain features of the Website may not function fully or as intended.
• 12.6 By default, most internet browsers accept cookies but you can choose to either enable or disable cookies in the settings of your internet browser. For further details, please consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.
• 12.7 You can choose to disable the cookies at any time however you may lose any information that enables you to access the Website more quickly and efficiently.

13 Complaints

We would hope that you will always raise any issues with us first, and that we will be able to resolve them to your satisfaction. For this you may contact our data protection officer at:

Worktual Data Protection Officer
Level 18, 40 Bank Street,
Canary Wharf,
London, E14 5NR
Email: dpo@Worktual.com

However, if this isn’t possible then you always have a right to complain directly to the Information Commissioner’s Office (ICO) if you believe that any use of your personal information by us is in breach of applicable data protection laws and regulations. Please see below for contact details of the ICO:

Information Commissioner’s Office Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF
Tel: 0303 123 1113 (local rate) or 01625 545 745 (national rate)
Email: casework@ico.org.uk

14 Changes to this Policy

Worktual reserves the right to change this Policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website, and you are deemed to have accepted the terms of the Policy on your first use of the Website following the alterations. This Privacy Policy was last updated on 08 February 2023.

1. You may access certain areas of the Website without providing any Data at all. However, to use all features and functions available on the Website you may be required to submit certain Data.

2. This Website places certain first party cookies on your computer. Cookies are text files containing small amounts of information which are downloaded onto your device when you visit a website. Certain features of the Website depend upon cookies to function. Certain cookies may be placed immediately when you visit the Website and it may not be possible to obtain your prior consent, however, you may block these cooking in accordance with Clause 5 to 7 below.

3. Worktual uses cookies, in accordance with UK and EU cookie law, for the following reasons:

• 3.1 To improve your experience and allow efficient navigation;
• 3.2 To identify and understand your preferences to personalize Services we offer to you;
• 3.3 To improve our range of products and Services;
• 3.4 To analyse and understand Website usage patterns and statistics to then provide improved

4. This Website contains third party cookies, placed by websites and/or third parties other than Worktual for advertising services, and these are not integral to the services provided by this Website;

5. Upon entering the Website, you will be presented with a pop-up requesting your consent to enable the Website’s cookies. You may, if you wish, deny your consent at this point. However, certain features of the Website may not function fully or as intended.

6. By default, most internet browsers accept cookies but you can choose to either enable or disable cookies in the settings of your internet browser. For further details, please consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.

7. You can choose to disable the cookies at any time however you may lose any information that enables you to access the Website more quickly and efficiently.