Please read these Terms and Conditions carefully. All contracts that GuestTalk may enter into from time to time for the provision of the GuestTalk services shall be governed by these Terms and Conditions.

1. Parties

• 1.1 References in these Terms and Conditions to "we" / "us" / "our" are to GuestTalk Limited, a company incorporated in England and Wales (registration number 05669039) having its registered office at Clearstream Operations Centre, Station Rd, Church Village, CF38 1AF
• 1.2 References in these Terms and Conditions to "you" / "your" are to the person or entity identified as our customer in the Online Order submission.
• 1.3 Other special terms that are used in these Terms and Conditions are defined in Clause 24.

2. Term

• 2.1 The Agreement shall come into force upon the Effective Date.
• 2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 19.
• 2.3 Unless the parties expressly agree otherwise in writing, each Online Order submission accepted by us (by us sending you an order confirmation) shall create a distinct contract under these Terms and Conditions.

3. Cloud Services

• 3.1 We hereby grant to you a non-exclusive licence to use the Cloud Services during the Term by means of a web browser for the purposes of:
  • (a) communicating with actual and prospective hotel guests, staff and contractors; and
  • (b) managing and monitoring such communications, in each case in accordance with the User Documentation.
• 3.2 The licence granted by us to you under Clause 3.1 is subject to the following limitations:
  • (a) the Cloud Services may only be used by you and by your employees, agents and subcontractors; and
  • (b) the maximum number of hotel rooms with respect to which the Cloud Services may be used shall be as agreed in the Online Order, subject to variations agreed in writing.
• 3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by us to you under Clause 3.1 is subject to the following prohibitions:
  • (a) you must not sub-license your right to access and use the Cloud Services;
  • (b) you must not permit any unauthorised person to access or use the Cloud Services;
  • (c) you must not republish or redistribute any content or material from the Cloud Services;
  • (d) you must not make any alteration to the Platform, except as permitted by the User Documentation; and
  • (e) you must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Cloud Services without our prior written consent.
• 3.4 You shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Cloud Services using an Account.
• 3.5 We shall use reasonable endeavours to maintain the availability of the Cloud Services to you at the gateway between the public internet and the network of the hosting services provider for the Cloud Services, but do not guarantee 100% availability. For example, downtime may be caused by a Force Majeure Event, a fault or failure of the internet or any public telecommunications network, a fault or failure of our hosting infrastructure services provider, a fault or failure of your computer systems or networks, any breach by you of the Agreement, or scheduled maintenance.
• 3.6 For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4. SMS Services

• 4.1 To make use of the SMS Services, you may purchase one or more bundles of SMS messages via the GuestTalk Website.
• 4.2 Unless you opt-out, then upon the exhaustion of an SMS message bundle, an additional bundle will automatically be allocated to you, providing that we are able to collect the corresponding Charges.
• 4.3 SMS message bundles will automatically expire, and unused SMS messages will be lost, at the end of the period of 12 months following your purchase.
• 4.4 Any unused SMS messages will be lost upon the termination of the Agreement.
• 4.5 You acknowledge that we use a third party to provide SMS delivery services. Subject to Clause 18.1, you agree that we will not be liable to you for any loss or damage arising out of any termination or suspension of those services by that third party. In addition, you agree to abide by any third party supplier's policies and terms relating to the SMS Services that we notify to you in writing.

5. Customer obligations

• 5.1 You hereby grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under the Agreement. You also grant to us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
• 5.2 You warrant to us that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation.
• 5.3 You shall ensure that the Customer Systems comply, and continue to comply during the Term, with the requirements specified on the GuestTalk Website (at https://www.guesttalk.co.uk/FAQ). We will not be liable to you in respect of any loss or damage arising out of any changes to the Customer Systems made by you.
• 5.4 You acknowledge that we may create aggregated and derivative data sets based upon the Customer Data and the data of our other customers. Such data sets will not include any Personal Data or any data identifying you. We may use those data sets in the course of our business, and that you shall have no rights in such data sets.

6. Acceptable use policy

• 6.1 You must ensure that all Customer Data complies with the provisions of this Clause 6.
• 6.2 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
• 6.3 You must not use the Services:
  • (a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
  • (b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
• 6.4 Customer Data must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person.
• 6.5 Customer Data must not:
  • (a) be libellous or maliciously false;
  • (b) be obscene or indecent;
  • (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
  • (d) infringe any right of confidence, right of privacy or right under data protection legislation;
  • (e) constitute negligent advice or contain any negligent statement;
  • (f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
  • (g) be in contempt of any court, or in breach of any court order;
  • (h) constitute a breach of racial or religious hatred or discrimination legislation;
  • (i) be blasphemous;
  • (j) constitute a breach of official secrets legislation; or
  • (k) constitute a breach of any contractual obligation owed to any person.
• 6.6 You must ensure that Customer Data is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
• 6.7 Customer Data must be appropriate for all persons who have access to or are likely to access the Customer Data in question.
• 6.8 Customer Data must not depict violence in an explicit, graphic or gratuitous manner, glorify or promote violence, or glorify or promote self-harm.
• 6.9 Customer Data must not be pornographic or sexually explicit.
• 6.10 Customer Data must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
• 6.11 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
• 6.12 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
• 6.13 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
• 6.14 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
• 6.15 Data must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
• 6.16 The Customer Data must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
• 6.17 You acknowledge that we do not actively monitor the Customer Data or the use of the Services.

7. Support Services

• 7.1 We may provide the Support Services to you during the Term but shall have no obligation to do so; any such Support Services shall be subject to this Clause 7.
• 7.2 The Support Services shall be provided by means of online self-help resources and an email-based helpdesk for reporting issues relating to the Cloud Services.
• 7.3 You may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; you must not use the helpdesk for any other purpose.
• 7.4 We do not guarantee that issues raised through the Support Services helpdesk will be resolved in accordance with your instructions or at all.

8. Third Party Services

• 8.1 We may integrate any Third Party Services with the Cloud Services at any time; and we may remove, suspend or limit any Third Party Services integration at any time.
• 8.2 The supply of Third Party Services shall be under a separate contract or arrangement between you and the relevant third party. We do not contract to supply the Third Party Services and are not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Integration with third party software is not guaranteed and may be stopped at any time.
• 8.3 Fees may be payable by you to the relevant third party in respect of the use of Third Party Services; and additional Charges may be payable by you to us in respect of a Third Party Services integration.
• 8.4 You acknowledge that:
  • (a) the integration of Third Party Services may entail the transfer of Customer Data from the Cloud Services to the relevant Third Party Services; and
  • (b) we have no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data resulting from any integration with any Third Party Services.
• 8.5 Without prejudice to your other obligations under this Clause 8, you must ensure that you have in place the necessary contractual safeguards to ensure that the transfer of relevant Customer Personal Data to a provider of Third Party Services is lawful.
• 8.6 You acknowledge that the use of some features of the Cloud Services may depend upon you enabling and agreeing to integrations between the Cloud Services and Third Party Services.

9. No assignment of Intellectual Property Rights

• 9.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.

10. Charges

• 10.1 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.
• 10.2 We may elect to vary the periodic Charges due with respect to the Cloud Services upon and from the start of an Agreement Period by giving to you not less than 30 days' prior written notice of the variation. We may vary any other Charges at any time by giving to you advance written notice of the variation.
• 10.3 If you vary your licence tier during the Term, the new licence tier will come into effect immediately, and we will calculate the Charges due with respect to the then-current Agreement Period on a pro-rata basis.

11. Payments

• 11.1 You must pay the Charges to us in advance of the period to which they relate.
• 11.2 If you do not pay any amount properly due to us under these Terms and Conditions, we may:
  • (a) charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
  • (b) claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
• 11.3 We may suspend the provision of any or all the Services if any amount due to be paid by you to us under the Agreement is overdue.

12. Publicity

12.1 We may use your business name in our marketing and promotional materials, and identify you as a customer of ours, unless you instruct us otherwise in writing in advance of the commencement of the relevant use.

13. Data protection

• 13.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
• 13.2 You warrant to us that you have the legal right to disclose all Personal Data that you do in fact disclose to us under or in connection with the Agreement.
• 13.3 You shall only supply to us, and we shall only process, in each case under or in relation to the Agreement, the Personal Data of employees, agents and subcontractors and of hotel guests of the following types: names, email addresses, telephone numbers, social media account identifiers, booking information, marketing preferences, communications content; and we shall only process the Customer Personal Data for the following purposes: the provision and monitoring of the Services and the administration of the Agreement.
• 13.4 We shall only process the Customer Personal Data during the Term and for not more than 90 days following the end of the Term, subject to the other provisions of this Clause 13.
• 13.5 We shall only process the Customer Personal Data on your documented instructions (including with regard to transfers of the Customer Personal Data to any place outside the United Kingdom and European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
• 13.6 We shall promptly inform you if, in our opinion, any instruction of yours relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
• 13.7 Notwithstanding any other provision of the Agreement, we may process the Customer Personal Data if and to the extent that we are required to do so by applicable law. In such a case, we shall inform you of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
• 13.8 We shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• 13.9 We and you shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
• 13.10 We shall not engage any third party to process the Customer Personal Data without your prior specific or general written authorisation. In the case of a general written authorisation, we shall inform you (using a dedicated mailing list which you may sign up to at https://hotels.guesttalk.co.uk/Account) at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if you object to any such changes before their implementation, then you may terminate the Agreement on 7 days' written notice to us, providing that such notice must be given within the period of 7 days following the date that we informed you of the intended changes. We shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on us by this Clause 13.
• 13.11 As at the Effective Date, we are hereby authorised by you to engage, as sub-processors with respect to Customer Personal Data, third parties within the following categories: hosting services providers; booking system providers; payment services providers; and communications services providers. Details of our current providers, and the jurisdictions in which they operate to which the Customer Personal Data may be transferred, are set out on the GuestTalk website.
• 13.12 We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist you with the fulfilment of your obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
• 13.14 We shall notify you of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after we become aware of the breach.
• 13.15 We shall make available to you all information necessary to demonstrate our compliance with our obligations under this Clause 13 and the Data Protection Laws. We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this Clause 13.15.
• 13.16 We shall, at your choice, delete or return all of the Customer Personal Data to you after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
• 13.17 We shall allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you in respect of the compliance of our processing of Customer Personal Data with the Data Protection Laws and this Clause 13. We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this Clause 13.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by us of the Agreement or any security breach affecting our systems.
• 13.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

14. Warranties

• 14.1 You warrant to us that you have the legal right and authority to enter into the Agreement and to perform your obligations under the Agreement.
• 14.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

15. Acknowledgements and warranty limitations

• 15.1 You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Cloud Services will be wholly free from defects, errors and bugs.
• 15.2 You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Cloud Services will be entirely secure or free from computer viruses.
• 15.3 You acknowledge that the Cloud Services are designed to be compatible only with that software and those systems specified as compatible in the GuestTalk Website from time to time; and we do not warrant or represent that the Cloud Services will be compatible with any other software or systems.
• 15.4 You acknowledge that we will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Cloud Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, we do not warrant or represent that the Cloud Services or the use of the Cloud Services by you will not give rise to any legal liability on the part of you or any other person.
• 15.5 You acknowledge that you shall acquire no ownership or contractual rights to use any telephone number made available by us in connection with the Services and that, accordingly, upon the termination of the Agreement you will no longer be able to use any such telephone number.
• 15.6 You acknowledge that the delivery of email messages, SMS messages and other electronic communications is not entirely within our control, and accordingly we do not guarantee that every message or communication sent by means of the Services will be delivered promptly or at all.
• 15.7 You acknowledge that we do not provide a data back-up or storage service, and you shall be responsible for backing-up all the Customer Data.

16. Indemnity

• 16.1 You hereby indemnify and undertake to keep us indemnified against any and all losses, costs, liabilities, damages and expenses suffered or incurred by us and arising out of:
  • (a) any breach by you of these Terms and Conditions;
  • (b) any infringement or alleged infringement of any third party's Intellectual Property Rights by the Customer Data;
  • (c) any claim by a third party against us arising out of your use of the Services, including any such claim by a third party provider of SMS delivery services.

17. Limitations and exclusions of liability

• 17.1 Nothing in these Terms and Conditions will:
  • (a) limit or exclude any liability for death or personal injury resulting from negligence;
  • (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
  • (c) limit any liabilities in any way that is not permitted under applicable law; or
  • (d) exclude any liabilities that may not be excluded under applicable law.
• 17.2 The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Terms and Conditions:
  • (a) are subject to Clause 17.1; and
  • (b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions, save that Clauses 17.3 to 17.10 shall not apply to any liability of ours under 13.
• 17.3 We shall not be liable to you in respect of any losses arising out of a Force Majeure Event.
• 17.4 We will not be liable to you in respect of any loss of profits or anticipated savings.
• 17.5 We will not be liable to you in respect of any loss of revenue or income.
• 17.6 We will not be liable to you in respect of any loss of business, contracts or opportunities.
• 17.7 We will not be liable to you in respect of any loss or corruption of any data, database or software.
• 17.8 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
• 17.9 We will not be liable to you in respect of any inherent defect in any technology products or services which are supplied by or originate from a third party, but this exclusion does not apply to any amount that we are legally able to recover under a written contract with the third party.
• 17.10 Our liability to you under the Agreement in respect of any event or series of related events shall not exceed the greater of:
  • (a) GBP 1,000; and
  • (b) the total amount paid and payable by you to us under the Agreement in the 12 month period preceding the commencement of the event or events.
• 17.11 Our aggregate liability to you under the Agreement shall not exceed GBP 250,000.

18. Force Majeure Event

• 18.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

19. Termination

• 19.1 You may terminate the Agreement by using the contract cancellation functionality on the GuestTalk Website, in which case the Agreement will terminate at the end of the then-current Agreement Period.
• 19.2 We may terminate the Agreement by giving to you written notice of termination, in which case the Agreement will terminate at the end of the then-current Agreement Period.
• 19.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
• 19.4 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
  • (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  • (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  • (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
  • (d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.

20. Effects of termination

• 20.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.6, 5.4, 11.1, 11.2, 12, 13, 15, 16, 17, 20, 23 and 24.
• 20.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
• 20.3 Within 14 days following the termination of the Agreement for any reason you must pay to us any Charges in respect of Services provided to you before the termination of the Agreement, without prejudice to the parties' other legal rights.

21. Notices

• 21.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
  • (a) sent by email to the relevant email address specified through the Cloud Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or
  • (b) sent using the contractual notice mechanism incorporated into the Cloud Services, in which case the notice shall be deemed to be received upon dispatch, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

22. Subcontracting

• 22.1 Subject to any express restrictions elsewhere in these Terms and Conditions, we may subcontract any of our obligations under the Agreement.

23. General

• 23.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
• 23.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
• 23.3 We may vary the Agreement upon and from the end of any Agreement Period by giving to you at least 30 days' written notice of the variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties.
• 23.4 You hereby agree that we may assign our contractual rights and obligations under the Agreement to any successor to all or a substantial part of our business from time to time. You must not without our prior written consent assign, transfer or otherwise deal with any of your contractual rights or obligations under the Agreement.
• 23.5 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
• 23.6 Subject to Clause 17.1, an Online Order submission, together with the main body of these Terms and Conditions, shall constitute the entire agreement between the parties in relation to the subject matter of that Online Order, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
• 23.7 The Agreement shall be governed by and construed in accordance with English law.
• 23.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

24. Definitions

• 24.1 In these Terms and Conditions:

  "Account" means an account enabling a person to access and use the Cloud Services, including both administrator accounts and other user accounts; "Agreement" means a contract made under these Terms and Conditions between us and you; "Agreement Period" means the monthly or other agreed period with respect to which you make periodic payments of Charges for the Cloud Services; "Business Day" means any weekday other than a bank or public holiday in England; "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day; "Charges" means the amounts specified on the GuestTalk Website as payable with respect to the Services, which may include:

  • (a) periodic Charges with respect to the Cloud Services;
  • (b) Charges for SMS bundles; and
  • (c) Charges for non-UK telephone numbers, subject to variations in accordance with the terms of the Agreement;

  "Cloud Services" means the GuestTalk cloud service, which will be made available by us to you as a service via the internet in accordance with these Terms and Conditions, including the SMS Services; "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by you; or supplied by you to us for uploading to or storage on the Platform; or transmitted with your authority to the Platform from any of your accounts in any property management system, channel manager system or other third party software system; "Customer Personal Data" means any Personal Data that is processed by us on your behalf in relation to the Agreement; "Customer Systems" means your hardware and software systems and databases that interact with the Cloud Services; "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable to Customer Personal Data, the UK's Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679); "Effective Date" means the date, following you completing and submitting the Online Order form published by us on the GuestTalk Website, paying the initial Charges and formally accepting these Terms and Conditions, upon which we send to you an order confirmation; "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected; "GuestTalk Website" means our website at https://guesttalk.co.uk, and any successor website; "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights; "Online Order" means an online order for Services submitted by you via the GuestTalk Website; "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time; "Platform" means the platform managed by us and used by us to provide the Cloud Services, including the application and database software for the Cloud Services, the system and server software used to provide the Cloud Services, and the computer hardware on which that application, database, system and server software is installed; "Services" means any services that we provide to you, or have an obligation to provide to you, under these Terms and Conditions; "SMS Services" means the provision of communications services using the Short Message Service system used by mobile phone networks; "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Cloud Services, including:

  • (a) the provision of online self-help resources; and
  • (b) receiving and handling reports of issues relating to the Hosted Service;

  "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; "Terms and Conditions" means these terms and conditions together with the Online Order information, subject to any variations made in accordance with these terms and conditions; "Third Party Services" means any hosted or cloud services provided by any third party, under a contract between that third party and you, that may transmit data to and/or from the Platform; and "User Documentation" means any documentation relating to the use of the Cloud Services produced by us and made available to you.

25. SMS Messages General Terms & Conditions

• GuestTalk SMS Services support the GuestTalk range of communication software products, providing a robust and high speed SMS transfer gateway to receive and send SMS messages from GuestTalk products. The gateway and software products are highly integrated to support advanced features such as message retry, delivery reporting and multiple sending and receiving SMS numbers. The software products only operate using the gateway services. The Gateway Services support one or more mobile numbers. Mobile numbers are allocated by GuestTalk via its’ carrier partners and remain the property of GuestTalk. GuestTalk does not provide short code numbers as standard due to higher costs. One way and two way short code numbers are available upon request and a quote can be obtained from your Account Manager. Subject to additional cost, multiple numbers can be provided and used with the software, assigned by department. The gateway supports “long messages” for text messages over 160 characters. These are divided into multiple messages automatically, and re-joined on the recipients phone into a single message (usually seamlessly but dependant on the recipients phone feature set). Each message part in a “long message” represents one SMS message. Messages can be sent in GSM (standard) encoding or Unicode encoding. Unicode encoding supports special characters and non-latin based characters used in other languages. Unicode encoding decreases the number of characters available in a message. GSM (standard) encoding example:

  • 1 standard SMS message = up to 160 characters
  • 2 concatenated SMS messages = up to 306 characters
  • 3 concatenated SMS messages = up to 459 characters
  • 4 concatenated SMS messages = up to 612 characters
  • 5 concatenated SMS messages = up to 765 characters through to
  • 9 concatenated SMS messages = up to 1,377 characters

  Unicode encoding example:

  • 1 standard SMS message = up to 70 characters
  • 2 concatenated SMS messages = up to 134 characters
  • 3 concatenated SMS messages = up to 201 characters
  • 4 concatenated SMS messages = up to 268 characters
  • 5 concatenated SMS messages = up to 335 characters through to
  • 9 concatenated SMS messages = up to 603 characters

26. WhatsApp General Terms & Conditions

• GuestTalk WhatsApp Services support the GuestTalk range of communication software products, providing a robust and high speed WhatsApp transfer gateway to receive and send WhatsApp messages from GuestTalk products. The gateway and software products are highly integrated to support advanced features such as message retry, delivery reporting and multiple sending and receiving WhatsApp numbers. The software products only operate using the gateway services. The Gateway Services support one or more mobile numbers. Mobile numbers are allocated by GuestTalk via its’ carrier partners and remain the property of GuestTalk. GuestTalk does not provide short code numbers as standard due to higher costs. One way and two way short code numbers are available upon request and a quote can be obtained from your Account Manager. Subject to additional cost, multiple numbers can be provided and used with the software, assigned by department. The gateway supports messages for WhatsApp with a maximum of 1280 characters. However we recommend keeping WhatsApp messages short.

  • WhatsApp is a highly-regulated channel, and getting started requires documentation and approval from Facebook. WhatsApp regulates when and how you can send messages with your end users. When an end user sends your business a WhatsApp message, it kicks off a 24-hour WhatsApp "session" or "window" during which you can send free-form (non-templated) messages to the user. A WhatsApp session lasts for 24 hours after the last inbound message you receive from a user. Outside of a WhatsApp session, you may only send a message following a pre-approved template to the user. Any message that doesn't match a pre-approved template is considered a free-form message.
  • In order to have a WhatsApp Business Account (WABA), your business must have a Meta Business Manager (Meta BM) account (formerly called Facebook Business Manager). Meta Business Manager is a tool through which you organize and manage your business within the Meta ecosystem. It is a separate concept from the WhatsApp Business Account (WABA)Please consult Meta's instructions for creating a Business Manager account. Meta uses your Meta BM to verify your business' identity through a process called "Business Verification." GuestTalk needs your Meta Business Manager ID for setting up a WABA on behalf of your business for sending and receiving WhatsApp messages.

27. Price Tariffs – SMS/WhatsApp Gateway Services

Messages can be purchased on your Account page

• Bundles – A perpetual quantity of SMS messages to be used over time. Valid up to 12 months from date of purchase.

Bundle	Cost
10,000	£10
25,000	£25
50,000	£50
100,000	£100
250,000	£250