By logging into your Cordless account you agree to be bound by our Terms & Conditions.
By subscribing to any of the Services, or otherwise using any of the Services or accessing the Site, Customer:
(i) acknowledges that it has read, agreed and will comply with this Agreement;
means the numbered account established by Cordless and associated with Customer and the Services provided to Customer under this Agreement.“Account Information”
means business contact information associated with the Account; usage records of the Services; configuration data; and Customer’s call logs generated by Cordless.“Administrator”
means the person(s) within Customer’s organisation recognized by Cordless’s systems as being vested with specific rights regarding the Services, who is (are) responsible for the administration and management of Customer’s Accounts and has (have) access to specific functionalities attached thereto.“Cordless Number”
means the phone number provided to Customer by Cordless.“Confidential Information”
means any proprietary and/or confidential information disclosed, in the course of and during the Term of the Agreement, by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”).“Customer”
means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company, corporation, governmental organisation, or other legal entity, the company, corporation, governmental organisation, or other legal entity on behalf of which such individual is accepting this Agreement, as well as any Affiliates of such company, corporation, governmental organisation, or other legal entity which have entered into Purchases and/or Order Form(s).“Customer Data”
means the data contained in Customer’s calls, facsimiles, messages, voicemails, voice recordings, shared files, conferences, call meta-data, configuration data, or other Customer communications transmitted or stored through the Services.“Effective Date”
means the date on which Customer first subscribes to any of the Services or the date the Customer executes an Order Form.“Fees”
means, collectively, Fixed Fees, Usage Fees (as defined below) and any and all other applicable charges and fees.“Include”
means including without limitation.“Intellectual Property”
means all intellectual property and technology, regardless of form, including (a) published and unpublished works of authorship; (b) inventions and discoveries, including business methods, compositions of matter, methods, and processes and new uses for any of the preceding items; (c) words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification; (d) information that is not generally known or readily ascertainable through proper means, whether tangible or intangible; and (e) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof.“Law(s)”, “Applicable Laws”
means any and all law, statute, regulation, rule, ordinance, administrative guidance, treaty, convention, and/or court or administrative order or ruling of any governing body with jurisdiction over the Services, the Customer and/or Customer’s use of the Services.“Order Form”
means the document that may be entered between Customer and Cordless, from time to time, to set forth certain fees, the selected Plan, the Plan Initial Term (as defined below) and other material terms associated with this Agreement and executed by Customer.“Plan”
means, any of the subscription plans for the provision of Services made available to Customer whose features and applicable Fees, if any, are listed on the Site and that Customer may select either via a Purchase or by executing an Order Form, including any Cordless Numbers, as applicable. For the avoidance of doubt the Free Trial (as defined below) shall be deemed a Plan.“Plan Term”
means collectively, the Plan Initial Term and the Renewal Term (as defined below).“Purchase”
means an order for certain Cordless’s Services, including Plans and Cordless Numbers, which is placed through the Cordless Dashboard or the Site.“Services”
means any and all of the services provided under this Agreement and/or made available to Customer by Cordless from time to time pursuant to a Purchase or Order Form.“Services Start Date”
means the date Services are made available to Customer pursuant to an Order Form.“Site”
means the Cordless.io website.“User”
means an employee, consultant, contractor or any person using or accessing the Services or Site via Customer’s Account.2. Description of the Cordless Services
Cordless offers a cloud-based calling system that includes call handling and that integrates with a growing list of third-party applications not affiliated with Cordless. Below is a non-exhaustive description of Cordless features as we are constantly adding new features to the platform.
3. Quality, Maintenance and Accessibility
- set up a phone number
- make and receive calls in the browser
- integrate with a growing list of third-party applications
- configure your voicemail prompt, business hours, ring duration
- see call logs in the browser and download data in .csv
- access and search through conversation transcripts
- send SMS if you miss a call
3.1 General Terms. Cordless may be required to suspend access and/or use of Services and/or the Site to enable maintenance, improvements, upgrading operations of the Services and/or Site, including in the event of an emergency. Cordless will endeavour to provide advance notice to Customer where practicable and carry out such maintenance, where possible, outside of regular business hours. The Services are designed to be available with minimal disruptions outside of regularly scheduled maintenance times. Cordless may modify, enhance and/or replace features of the Services from time to time, with or without notice or posting to the Site, provided it shall not materially reduce the key functions, features and/or the security of the Services during the Term (as defined below) without obtaining Customer’s written pre-approval except Customer’s written pre-approval shall not be required in the event such modifications, enhancements or replacements are mandated by applicable Law.
3.2 Equipment Requirements. Customer acknowledges and agrees that the standard functioning of the Services is dependent on Customer maintaining adequate access to the Internet, the availability of an adequate power supply and the use of correct equipment configuration. Customer also acknowledges and agrees that a number of factors outside of Cordless’s control may impact the quality of Customer’s communications and the access and/use of the Services including Customer’s local network, public Internet lines, the public switched telephone network, Customer’s Internet service provider and/or local network hardware. Cordless takes no responsibility and shall not be liable for any disruption, interruption or delay caused by any failure in any of these items or any other item over which Cordless has no control.
3.3. Cordless is not responsible for any breach of security caused by Customer’s failure to maintain the confidentiality and security of any of the Login Details. Customer agrees to notify Cordless immediately in the event of loss, theft or disclosure of any or all of the Login Details, if Customer believes the confidentiality or security of any or all of the Login Details has been compromised in any way or in the event of Customer learning about a possible or actual unauthorized access to and/or use of the Site and/or the Services. To the extent permissible by Law, Customer shall be liable for any and all expenses, damages, losses and costs, including reporting costs, notice costs, recovery and remediation of data security system issues, usage charges and fines, fees, civil judgments, and reasonable attorneys’ fees resulting from Customer’s failure to safeguard Customer’s Login Details and information and data as set forth herein.4. Intellectual Property
4.1 Nothing in these Terms and Conditions shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
4.2 Cordless and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Cordless's brands, trademarks and logos, the Service (including Cordless Content but excluding the Customer Data) and the Software. Except as expressly permitted between the Parties in writing, the Customer may not use any of Cordless’s Intellectual Property Rights without Cordless’s prior written consent.
4.3 Customer shall promptly bring to the attention of Cordless any improper or wrongful use of any Intellectual Property Rights of Cordless which comes to Customer’s notice. You shall assist Cordless in taking all steps to defend Cordless's Intellectual Property Rights, but not institute legal proceedings of Your own accord.
4.4 Customer shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. You grant to Cordless, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data only to such extent as is necessary to enable Cordless to provide the Service and to perform its obligations under these Terms and Conditions. Customer warrants that they own the Customer Data and/or are otherwise entitled to grant the foregoing licence. If these Terms and Conditions are terminated, the foregoing licence will automatically terminate.
4.5 Customer may decide in their sole discretion to integrate the Services with the Integrations. Such Integrations are not Cordless products, and all use of Integrations is solely between Customer and the applicable third party. If an Integration is enabled from Customers’ Cordless workspace, Customer should be mindful of any Customer Data and/or Customer Confidential Information that will be shared with the third party provider and the purposes for which the provider requires access. Customer warrants and represents that that it has obtained all necessary consents and licences to transfer Customer Data from the Services to the Integrations and/or from the Integrations to the Services and that it shall be solely responsible for the processing and use of such data by the Integrations in accordance with applicable laws. Cordless will not be responsible for any use, disclosure, modification or deletion of Customer Data and/or Customer Confidential Information that is transmitted to, or accessed by, an Integration.5. Permissible Use Policy
Any and all access to and/or use of the Services by Customer, its Users and/or Administrators is conditioned upon compliance with the following Permissible Use Policy (“PUP”). Customer shall not and will cause its Users and Administrators not to use the Cordless Services to:
(a) circumvent or disable any technological features or security measures implemented in the Services;
(b) violate any Law, published policy, or any applicable third-party policy or requirement communicated or otherwise made available by Cordless;
(c) violate or infringe upon Cordless’s or a third party’s Intellectual Property, publicity privacy, or other tangible or intangible rights and/or use, without a valid license, any material or content that is subject to third-party proprietary rights;
(d) transmit any illegal content;
(e) use the Services for benchmarking or for any other purpose other than as necessary to use the Services Customer is authorized to use;
(f) stalk, harass, harm another individual, engage in spamming, phishing, pharming or other unsolicited advertising, marketing or other activities in connection with any unsolicited communications (commercial or otherwise) including unsolicited or unwanted phone calls or voicemails;
(g) engage in a fraudulent activity to the prejudice of third-parties or otherwise use the Services to bypass phone identification systems;
(h) perform “robocalls” or abusive practices, including enabling bulk call-in lines, auto-dialing or “predictive” dialing;
(i) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Services;
(j) expose any third party to material that is offensive, harmful to minors, indecent or otherwise objectionable in any way, regardless of whether such activity is lawfully permitted;
(k) send any communications, including email messages on behalf of, or purporting to originate on behalf of Cordless; and
(l) trunk or forward Customer’s Cordless number to another phone number(s) capable of handling multiple simultaneous calls, or a key system. Wherever reasonably possible, Cordless will provide Customer with a written notice before taking any such action, and may allow a reasonable period to allow Customer to modify such use. The restrictions contained in this Section 5 are not exhaustive or exclusive. Cordless may impose additional restrictions upon notice or posting to the Site from time to time. Cordless may suspend or terminate the Services and/or this Agreement in Cordless’s sole discretion, Customer’s, its Users’ and/or Administrator’s use of the Services violates the terms of the PUP. Notwithstanding anything set forth in this Agreement and in addition thereto, Customer’s use of the call recording functionality must comply with any and all local laws and regulations including local notice requirements thereof.6. Cordless Numbers
6.1 Usage Rules. As part of the Services, Cordless may make available Cordless Numbers to Customer in multiple countries. Cordless has agreements in place with regulated providers of electronic communications which provide Cordless with phone numbers from multiple countries. The provision of Cordless Numbers is subject to the numbering rules and regulatory practices applicable in the countries where Customer, Users and/or Administrators are located as well as in the relevant country(ies) from which the Cordless Numbers were purchased. Such rules and regulatory practices may change or be amended from time to time, and Cordless therefore reserves the right to modify the terms hereunder to the extent necessary to comply with such changes or amendments. Customer shall use the Cordless Numbers in compliance with any and all applicable Law including such applicable allocation requirements. Cordless reserves the right, in its sole discretion, to cancel the subscribed Cordless Numbers for any or no reason, including in the event Customer, its Administrators and/or Users breach such applicable allocation requirements without penalty and without prejudice to its rights to claim damages therefore.7. Pricing & Invoicing
7.1 Free Trial. Customer may elect to try the Services for a period agreed in the Order form from the Effective Date. At the end of the Free Trial period, Customer may purchase additional products and services not included in the Free Trial.
7.2 Paid Plan. The Company shall invoice you in line with the schedule agreed in the Order. You agree to pay the Fees within 30 days of receipt of the Company’s invoice to you for the same.8. Confidentiality
8.1 Non-Disclosure. During the Term of this Agreement the Confidential Information will be kept confidential by the Receiving Party and will not be disclosed to any other person, provided that each Party may disclose Confidential Information to its Affiliates, and its and their employees, agents, advisors and subcontractors who have a need to know, access and/or use the Confidential Information in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorised disclosure in a manner no less protective than required under this Agreement. The Receiving Party shall use the same care and discretion, but in no event less than a reasonable degree of care and discretion, to avoid disclosure as it uses with its own similar information that it does not wish to disclose, to safeguard the Confidential Information from unauthorised disclosure.
8.2 Exceptions. The term Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives (as defined below) in violation of the terms hereof; (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source that is not known to the Receiving Party to be prohibited by a contractual, legal, or fiduciary obligation to the Disclosing Party from disclosing such information to the Receiving Party; (iii) is independently developed, conceived, or discovered by the Receiving Party or its Representatives; or (iv) is already known to the Receiving Party or any of its Representatives prior to disclosure of the same to the Receiving Party or its Representatives by the Disclosing Party or the Disclosing Party’s Representatives. For purposes of this Agreement, “Representatives” shall mean a Party’s Affiliates and its and their employees, officers, directors, agents or other representatives.9. Data Protection
9.1 In this clause 9, "process", "personal data", "data controller", “service provider” and "data processor" will have the same meanings as set out in the Data Protection Legislation.
9.2 Each party will:
(a) obtain and maintain all appropriate registrations and consents under the Data Protection Legislation in order to allow that party to perform its obligations under these Terms and Conditions;
(b) process personal data in accordance with the Data Protection Legislation; and
(c) use its reasonable efforts to make sure no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Legislation.
9.4 The parties agree that under the GDPR and similar legislation Cordless is the data processor of any personal data and under the CCPA the Company acts as a Service Provider. In addition, as processor, Cordless shall:
(a) process the personal data only to provide the Service otherwise on Customer written instructions, which may be specific instructions or standing instructions of general application;
(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of or damage to the personal data;
(c) at Customer request and choice either deliver up or delete the personal data from its systems on termination of the Service;
(d) ensure that individuals processing the personal data for Cordless are subject to a duty of confidence in relation to the personal data and are trained in a basic understanding of their obligations when handling customer data;
(e) assist the Customer in providing subject access and allowing data subjects to exercise their rights under Data Protection Legislation;
(f) assist the Customer in meeting their legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
(g) submit to audits and inspections by a certified third party chosen by Cordless and make the summary report available to ensure that Cordless is complying with its obligations under this clause; and
(h) notify the Customer if Cordless is requested to take any action in breach of any Data Protection Legislation.
(i) only use Customer Data for the specified purpose of performing the Service as specified in these Terms and Conditions and not retain, use or disclose Customer Data for any other purpose
9.5 You agree that in order to provide the Service, Cordless may engage sub-processors from time to time to process personal data in the Customer Data. At Customer’s request, Cordless shall provide details of such sub-processors and any changes to the identity of a sub-processor. Cordless shall engage sub-processors under a written agreement with obligations equivalent to those set out under GDPR. Cordless may engage Sub-Processors that are based outside of the United Kingdom and the European Union. In these cases, Cordless will ensure to put appropriate safeguards in place for the processing of Personal Data outside of the European Union, including the use of standard contractual clauses or similar mechanisms (e.g. a potential successor to the Privacy Shield framework). If we transfer Personal Data to a Sub-Processor outside of the United Kingdom and the European Union, you authorise us to apply standard contractual clauses with that Sub-Processor.10. Warranties
10.1 Cordless Warranties. Cordless will provide the Services using a commercially reasonable level of care and will materially comply with applicable Laws. To the extent permissible by applicable Law, Cordless will pass through to Customer the relevant and applicable warranties it receives from its third-party suppliers where applicable.
10.3 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT THE SERVICES ARE BEING PROVIDED “AS IS” AND “AS AVAILABLE,” AND EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, CORDLESS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. IN THE EVENT Cordless MAY NOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. CORDLESS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY PORTION OF THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, CONTINUOUS, ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES CORDLESS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SERVICES. CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT CORDLESS CANNOT GUARANTEE THAT IP BASED COMMUNICATIONS ARE COMPLETELY SECURE, ERROR OR VIRUS-FREE.11. Indemnification
Customer agrees to indemnify, defend and hold harmless Cordless and its Affiliates (“Cordless Parties”) for, from and against any and all losses, liabilities, damages, claims (including any and all reasonable attorneys’ fees,) as incurred, arising out of or in connection with: (i) any breach or alleged breach of this Agreement by Customer, Users and/or Administrators; (ii) Customer’s, Users’ and/or Administrators’ violation of any Law and/or the rights of a third-party; (iii) Customer’s, Users’ and/or Administrators’ failure to promptly install any updates, upgrades or patches of any software provided by Cordless; and (iv) claims relating to the Customer Data and/or claims relating to any data transferred by Customer to third parties’ applications. Further, Customer shall indemnify and hold harmless Cordless Parties against all damages, costs, and legal fees awarded against Cordless Parties by a court of competent jurisdiction in connection with such claims, or agreed to in a written settlement agreement approved in writing by Cordless.12. Limitations of Liability
IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF CORDLESS OR ITS AFFILIATES EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM GIVING RISE TO SUCH DAMAGES OR ONE HUNDRED POUNDS (£100) IF FOR A FREE TRIAL. IN NO EVENT SHALL CORDLESS OR ITS AFFILIATES BE LIABLE FOR: (I) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, REPUTATIONAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND SUCH AS LOSS OF DATA OR PROFIT, OR BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, HARM TO THE IMAGE OR REPUTATION, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY EVEN IF CORDLESS OR ITS AFFILIATES HAVE BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM OR CAUSE OF ACTION RESULTING FROM CUSTOMER’S USE OF THE SITE AND THE SERVICES MUST BE PROVIDED OFFICIALLY IN WRITING TO CORDLESS BY REGISTERED MAIL WITH RECEIPT ACKNOWLEDGEMENT ADDRESSED TO ITS HEAD OFFICE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION HAS ARISEN OR IT SHALL BE DEEMED WAIVED BY CUSTOMER.13. Term, Suspension and Termination
13.1 Term. This Agreement will commence on the effective date detailed in the relevant Order (“Effective Date”) for the period as agreed in writing between the parties in the Order (the "Term"), unless terminated earlier as set forth herein. This Agreement will terminate automatically if the Customer fails to comply with any of the limitations or other requirements described in this agreement. At the end of the Term, Customer will cease to access the Software and/or the Services as applicable, and make no further use whatsoever of the Software and/or the Services, except to the extent that may be permitted under any subsequent agreements between Customer and Company.14. Governing Law
Excluding either Party’s payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party. During the suspension period, the Parties will use commercially reasonable efforts to limit the duration and mitigate the consequences of such an event. If the Force Majeure event lasts for more than thirty (30) days, the Parties undertake to negotiate in good faith a contract adjustment. If, following such thirty (30) day period, it becomes impossible to continue the performance of the Agreement, each Party will be entitled to terminate the Agreement by sending a written notice to the other Party.16. Notices
Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered over email to email@example.com. Customer is solely responsible for the accuracy and completeness of Customer’s physical address and email address and must immediately update such addresses on the Site upon any change. Customer acknowledges and agrees that all electronic notices have the full force and effect of paper notices.17. General Provisions
Customer and Cordless are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Customer and Cordless. Cordless’s failure or delay in exercising any right herein will not operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right herein. This Agreement, together with any Order Form(s), Purchases, exhibits and/or schedules, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject matter. In the event of any conflict between the terms of this Agreement and the terms of an Order Form, the terms of the Order Form shall prevail. Sections 3, 4, 5, 7, 8, 10, 11, 12, 14, 15, 17, and 18 included shall survive termination of this Agreement. Cordless reserves the right to refuse to provide the Services at its sole discretion to any Customer. For the avoidance of doubt, in the case of Customer, each Order Form may be signed by Customer or any of its Affiliates, provided Customer will remain jointly and severally liable for any and all actions or omissions of its Affiliates in connection with this Agreement. Customer may not assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Cordless’s prior written consent. Notwithstanding the foregoing, each Customer may assign this Agreement to (i) its Affiliates, and (ii) an entity in which the Customer may be merged or consolidated, or which purchases all or substantially all assets or equity interest of the assigning party. The assignee or transferee will assume all of the rights and obligations of the assignor or transferor under the Agreement and will be deemed the signatory of the Agreement without any further changes or amendment.