PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY PROVISION.

1. What do I need to know about When2Call and these Terms of Service?

1.1 We are When2Call Limited, a limited company registered in England with registered address at Sg House, 6 St. Cross Road, Winchester, England, SO23 9HX and registered number 12156697 (referred to as "we", “ us” and “When2Call”).

1.2 When2Call provides the web-based application atapp.when2.call.com, information about which can be found at www.when2call.com and any other applications (including without limitation for smart devices) published by us from time to time (together, the “Application”). We also offer all the services provided via the Application (the “Services”) as described in paragraph 1.3.

1.3 A user of the Application must create an account with When2Call (each a “User”) in order to send or read a message and/or manage messages sent or received. In order to send a message, a User must ‘elevate’ their account. This makes their account a permanent account (each a “Top-up Account”) which cannot be deleted in its entirety through the Application. The User journey works as follows:

(a) the User registers in order to use the Services. This gives access to read and respond to a message and to report abuse if the message is inappropriate;

(b) the User may then return to edit their responses and to receive other messages;

(c) the User may delete their account;

(d) the User may ‘elevate’ their account to be able to send messages. A User must have a positive message balance to send a message and they can purchase messages through the Application.

(e) if the email address used to create an account belongs to an enterprise registered with When2Call, the account is immediately elevated to a Corporate Account. The Corporate Account Administrator will control the permissions of the User and the cost of sending messages are billed to the organisation.

1.4 The User may request the elevation of an account to a corporate account (each a “Corporate Account”). This makes their account a permanent account which cannot be deleted in its entirety through the Applications. The primary User (each an “Administrator”) of a Corporate Account controls the permissions to send messages of other Users associated with the Corporate Account and is liable to pay for all messages sent by all associated Users.

1.5 In these Terms of Service:

(a) any reference to any gender includes any reference to the other genders;

(b) a reference to a person includes a corporate or unincorporated body or association (whether or not having separate legal personality) or natural person;

(c) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it; and

(d) headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

1.6 Please review these Terms of Service carefully and make sure that you understand them before using the Services or Application. By using the Application and/or the Services offered by When2Call, you will be deemed to have unequivocally agreed to the Terms of Service.

2. How is the contract between me and When2Call formed?

2.1 By browsing, registering with and/or logging into the Application as a User, you agree to be bound by these Terms of Service (as amended from time to time) in their entirety. When ‘elevating’ your account to be able to send messages, you will be asked to electronically tick a box to agree to these Terms of Service. By ticking the box you reconfirm that you agree to become legally bound to any/all obligations in these Terms of Service and you should make sure you read and understand their contents.

2.2 By setting up a Corporate Account, you agree that you (the Administrator), your organisation and all Users who use the Service on behalf of your organisation will be bound by these Terms of Service (as amended from time to time) in their entirety. By requesting a Corporate Account you confirm that your organisation agrees to become legally bound to any/all obligations in these Terms of Service and you should make sure you read and understand their contents. It becomes the organisations responsibility to ensure each User is aware of their and the organisations obligations under these Terms of Service.

2.3 You understand that any personal data provided by or about you will be processed by When2Call in accordance with its privacy policy which can be found via the Application.

3. How are these Terms of Service changed?

3.1 When2Call may modify these Terms of Service by giving Users at least fourteen (14) days’ prior notice. When2Call will notify Users of Top-up Accounts and Administrators of Corporate Accounts of any changes to these Terms of Service by emailing Users (at the email address currently attributed with the User’s account) or by posting a notice on the Application.

3.2 You may be asked to agree to these Terms of Service again from time to time when they are changed. By continuing to use the Services and/or the Application after changes to these Terms of Service have been made and notified to you, you will be deemed to have agreed to be bound by such changes.

4. Whose responsibility is it to update my information?

4.1 By using the Application, you promise that all registration information provided by you is truthful, accurate and complete and you undertake and agree to keep such information up-to-date and current.

4.2 When2Call accepts no liability for a User being unaware of any amendments to these Terms of Service or other notice where failure to notify was a result of that User’s failure to ensure that their contact information was correct and up-to-date.

5. How do I create an Account to use the When2Call Application?

5.1 In accordance with paragraph 1.3, a User must create an account (the “ Account”) on the Application in order to send or read a message and/or manage messages sent or received. A User must ‘elevate’ that Account in order to be able to send a message (as a ” Sender”) to a “Recipient ” enquiring about their availability for a phone call (a “ Message”). A User cannot use the Services, the Application or send a Message without creating an Account. A Recipient will be automatically sent a communication (in a format chosen by When2Call) notifying them that they have received a Message from a User (a “ Notification”) (as detailed in paragraph 6.2) and the Recipient will need to create and/or log into an Account in order to read and respond to that Message. When2Call cannot guarantee receipt of a Notification sent to a Recipient.

5.2 To set up an Account, one of the following is required:

(a) a valid and existing third-party account of the prospective user, including but not limited to Google accounts and Microsoft personal or work accounts (as expanded from time to time); or

(b) a valid email address. When2Call will send a validation email to the given email address containing a link that the User will be required to click to validate their email address and access the Application.

5.3 A User may delete their Account at any time without notice via the Application, provided the account has not been ‘elevated’ to allow the User to send messages.

6. How do I use the Application and Services?

6.1 Once a User has created an Account and ‘elevated’ it (whether explicitly or automatically by belonging to a registered organisation), the User will have the ability to send a Message to Recipients. Users will be required to write a brief statement summarising the reason they want to speak to the Recipient. To send a Message, the User must input the Recipient’s email address. A User must have in place a valid and lawful processing condition in accordance with the Data Protection Act 2018 in respect of any Message it sends to a Recipient through the When2Call Application.

6.2 The Recipient will receive a Notification which may be in the form of an email from no-reply@when2call.com which will contain a link to the Application and may contain some or all of the following information:

(a) in the case of a Top-up Account, the email address of the individual who wants to contact and set up a call or meeting with the Recipient, i.e. the User; and

(b) in the case of a Corporate Account, the registered Internet domain name or brand name associated with the organisation as permitted by the Administrator who want to contact and set up a call or meeting with the Recipient; and

(c) the fact that the User would like to call the Recipient; and

(d) the text summarising what the Message (and hence subsequent call) is in regard to;

6.3 Once the Recipient has chosen to respond to the Message through the Application, the Recipient will be presented with a selection of dates and timeslots (selected by the User). The Recipient will be prompted to select their availability for the User to call them and provide a suitable telephone number. The Recipient may select as many timeslots as they wish.

6.4 Both the User and the Recipient may update their dates and/or time slots of availability from time to time. Where one party updates their options, the other may receive an email or other alert indicating the updated dates and/or time slots.

6.5 The Recipient is under no obligation to open the Notification referred to in paragraph 6.2 above, click on any link presented in the Notification, respond to the Message via the Application, or engage with the Notification, Application or Services in any way. The Recipient is free to ignore the Notification and Message should they so please.

6.6 In the event that the Recipient chooses to not engage with a Message, the Message will remain in the Recipient’s list of Messages on the Application indefinitely. A Recipient may close a Message. A closed Message is no longer accessible to the User, although it is not deleted from the Application until When2Call elects to remove them an appropriate period of time after they have been closed. Messages that have expired (by reason of the deadline imposed by the Sender having passed) will remain viewable to the User until they are closed or otherwise removed from the Application by When2Call an appropriate period of time after they have expired.

6.7 In the event a Sender leaves a Message in draft on the Application, it can be deleted and removed from the Application’s database permanently by the User until such time as it is sent.

6.8 If a Sender or Recipient closes a Message, the other User shall be automatically notified.

6.9 A User is not capable of tracking when a Message or Notification is opened or received by the Recipient. When2Call has access to information relating to when the Recipient logs in to the Application and reads a Message. However, When2Call will not provide this information to Users and does not intentionally record this information in any database for any reason.

7. What am I not allowed to do?

7.1 By using and/or registering with the Application and/or using the Services, each User agrees not to:

(a) upload, post, e-mail or otherwise send or transmit onto or via the Application any material that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(vi) is otherwise illegal or causes damage or injury to any person or property.

(b) upload, post, e-mail or otherwise send or transmit any material that the User’s knows or should reasonably have known or suspected contained viruses, Trojan horses, worms or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, the Application or its Users;

(c) interfere with the servers or networks connected to the Application or to violate any of the procedures, policies or regulations of networks connected to the Application, including these Terms of Service;

(d) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Application to any third party, or jeopardise the correct functioning of the Application, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Application;

(e) attempt to gain access to secured portions of the Application to which he does not possess access rights;

(f) impersonate or make any misleading representations about any other person while using the Services or Application;

(g) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Application;

(h) resell or export the software associated with the Application;

(i) use the Application to generate unsolicited advertisements or spam, or otherwise send a Message to a person in respect of which the User does not have a valid and lawful processing condition in accordance with the Data Protection Act 2018;

(j) use, sell or distribute to any third-party (or publicly) any personal information of a Recipient for any means without their written prior consent (as in accordance with GDPR regulations); or

(k) use any automatic or manual process to search or harvest information from the Application, or to interfere in any way with the proper functioning of the Application,

and When2Call reserves the right, without liability or prejudice to its other obligations to the User, to disable the User’sor organisation's and all associated Users' access to the Application and/or any offending material should When2Call determine in its sole and absolute discretion that the User or any User associated with an organisation has breached the terms of this paragraph 7.1. Should When2Call choose to exercise this right, the User, in the case of a Top-up Account, or the Administrator, in the case of Corporate Account, will be notified by email at the time of revocation that their access has been revoked. Any revocation under this paragraph 7.1 shall result in the User of a Top-up Account permanently losing any/all outstanding message balance and When2Call shall not provide any refund to the User. The organisation of an Organisation Account remains liable for any charges outstanding for the billing period in which access was revoked.

7.2 We do not tolerate abuse of any kind to any Recipient or User via our Application, or using our Services. Our Application and Services must not be used for spamming Recipients, sending unsolicited marketing communications or sending abusive communications. A Recipient in receipt of any of the above types of communications is encouraged to report the abuse and/or spam to When2Call. When2Call reserves the right in its sole and absolute discretion to report any offending user to the applicable law enforcement and/or data protection regulator in the User’s jurisdiction.

8. Third party links

8.1 From time to time you may find links to third-party websites on the Application provided by When2Call. These links are provided for your information only and are not recommended by, associated with or in any way attributable to When2Call. When2Call has no control over the content of third-party sites and accepts no responsibility or liability for them or for any loss or damage that may arise from your use of them. When accessing a third-party website, you are advised to check such website’s terms of service and privacy policy to ensure compliance with applicable laws.

8.2 From time to time you may find links to third-party websites in Messages on the Application provided by a Sender. When2Call does not vet and/or have an ability to monitor use of any links included in Messages and you access these links at your own risk. For the avoidance of doubt, When2Call accepts no liability for any loss or damage suffered by you arising from you accessing any links provided by a Sender to you.

8.3 From time to time a User may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, the User agrees to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.

9. What rights does When2Call have?

9.1 In providing Users with access to the Application and/or the Services, When2Call reserves the following rights, and, in accessing, browsing or otherwise using the Application each User grants to and agrees that When2Call shall have the following rights:

(a) the right to refuse or withdraw a User’s access to the Application without liability, in accordance with applicable laws for any reason at any time (with or without notice) if, in When2Call’s sole and absolute discretion, the User violates, attempts to violate or breaches any of these Terms of Service or applicable law;

(b) the right to amend or update the Application, fees, billing methods or these Terms of Service from time to time;

(c) the right to without notice, remove content, materials or a User’s account for any reason whatsoever at our sole and absolute discretion, including without limitation content and materials which are unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, or where the account is used to propagate any such content or materials;

(d) the right to access a User’s account in order to respond to his requests or the request of the Administrator, in the case of a Corporate Account, for technical support so long as we maintain reasonably appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of the User’s data; and

(e) the right to terminate, without notice, a User’s account and delete any associated data if the account has been inactive or disabled for ninety (90) days or more.

10. How much does it cost to use the Services?

10.1 At present Services are free for a Recipient to use. This may be changed by When2Call updating these Terms from time to time.

10.2 In the case of a Top-up Account, a User must purchase message units (each a “ Message Unit”), the cost of which shall be determined in the sole and absolute discretion of When2Call (as amended from time to time) and shall be published on its website at www.when2call.com. Payment for purchases of Message Units is made through the Application’s payment service provider (as further detailed in paragraph 10.4).

(a) Sending a single Message will cost one (1) Message Unit (unless indicated otherwise by When2Call to the User). This Message Unit will cover the cost of sending, receiving, responding, storing and deleting a Message.

(b) In the event that a User deletes its Account on the Application, all Message Units held on that Account shall be deleted and When2Call shall not provide the User with a refund for any loss of Message Units arising from deletion of the Account. Message Units are not transferrable between Users.

10.3 In the case of a Corporate Account, the Administrator must provide and keep up to date a valid payment method for the account, the cost of messages sent by Users associated with the Corporate Account will be billed periodically to the payment method so provided. The cost shall be determined at the sole and absolute discretion of When2Call (as amended from time to time) and shall be published on its website at www.when2call.com. Payment for charges incurred is made through the Application’s payment service provider (as further detailed in paragraph 10.4).

10.5 Payments for a Message Unit are processed through the Application by When2Call’s payment service provider (the “PSP”). The PSP has a valid PCI compliance certificate and all payment data shall be stored and held by the PSP in accordance with its terms which can be viewed here: https://stripe.com/gb/privacy (the “PSP. Terms”). The PSP acts independently to When2Call and When2Call accepts no liability for any loss or damages caused by a User using the PSP. Please read through the PSP Terms carefully as each User making payment via the PSP will be bound to these PSP Terms.

11. How does When2Call use your personal data?

11.1 The User owns all data input into the Application (“ User Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. However, on submitting or uploading any User Data to the Application, each User grants When2Call a non-exclusive licence to use, reproduce, distribute, prepare derivative works of, display and transmit such User Data as is necessary to enable When2Call to perform the Services.

11.2 Users authorise When2Call to disclose User Data to other Users in order When2Call to provide the Services. Each User acknowledges and agrees that When2Call has no control over how another User may use data disclosed to them.

11.3 Each User undertakes to comply with all applicable laws (including UK and European data protection laws) when making use of User Data, whether for the purpose of sending a Message or replying to a Message or otherwise. By disclosing User Data, the User to whom it relates acknowledges and agrees that When2Call shall not be liable for any unethical or unlawful activity by another User in respect of that User Data.

11.4 Information uploaded by any User is uploaded in that User’s sole and absolute discretion. When2Call does not check any information or take any step to verify the accuracy of any information uploaded and/or transmitted through the Application. When2Call gives no representation or warranty relating to the accuracy, appropriateness or legality of any information or content provided by a User whether through the Application or otherwise.

11.5 Each User acknowledges and agrees that When2Call shall be entitled to remove (or make private) any User Data without notice and without giving any reason. Further, each User acknowledges and agrees that When2Call may be required to provide information about the origin of any unlawful content published and/or the occurrence of any unlawful activity occurring on the Application to any police or judicial authority in any country in which such content has been viewed and is illegal and each User hereby irrevocably authorises us to provide such information to such persons (on request or in our discretion) without consulting or informing the relevant User.

11.6 Each User acknowledges and agrees that she is solely responsible for User Data uploaded by her and for the consequences of submitting and publishing any User Data on the Application. When2Call will not be responsible, or liable to any person, for the User Data or accuracy of any User Data posted by the User or any other User of the Application or displayed through or accessible via the Application.

11.7 When2Call shall, in providing the Services, comply with its privacy policy relating to the privacy and security of the User Data as may be notified to the User from time to time. The Privacy Policy may be accessed via the Application.

11.8 If When2Call processes any Personal Data (as defined in the Privacy Policy) making up User Data on the User's behalf when performing its obligations under these Terms of Service, the parties record their intention that the User shall be the data controller and When2Call shall be considered a Data Processor (as defined in the Privacy Policy), and in any such case:

(a) the User acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA where necessary for When2Call to carry out the Services and other obligations under these Terms of Service. Furthermore, where a Recipient is located outside of the EEA at the point in time that he accesses or reads a Message, any Personal Data associated with that Message may be processed by the Recipient outside of the EEA;

(b) the User shall ensure that the User is entitled to transfer the relevant Personal Data to When2Call so that When2Call may lawfully use, process and transfer the Personal Data in accordance with these Terms of Service on the User's behalf;

(c) the User shall ensure that a Recipient has been informed of, and has given their consent to, such use, processing, and transfer to the extent required by all applicable data protection legislation;

(d) When2Call shall process the Personal Data only in accordance with these Terms of Service and any lawful instructions reasonably given by the User from time to time; and

(e) each party shall take reasonably appropriate technical and organisational measures against unauthorised or unlawful processing of the User Data or its accidental loss, destruction or damage.

11.9 Users affirm and agree that User Data submitted through the or otherwise provided to When2Call shall:

(a) be retained for a period not exceeding five (5) years from the date of collection for the purpose of providing an ongoing record of participation by Users. In the instance that retention of any Personal Data becomes no longer necessary When2Call shall delete the Personal Data from their systems or anonymise it in accordance with their Privacy Policy; and

(b) be processed by or otherwise shared with those third parties permitted by When2Call to access its application processing interface (‘ API’).

11.10 If a User chooses, or is provided with, a user identification code, password or any other piece of information as part of When2Call’s security procedures, the User must treat such information as confidential. A User must not disclose such information to any third party. A User must also manage access to any third party accounts used by them (including without limitation their email provider) appropriately and in compliance with the terms of service of each such third party account. When2Call accepts no liability for any unauthorised access to any User’s account with When2Call or account with any third party save for where the access occurred as a result of the gross negligence of When2Call.

12. Who owns the Application?

12.1 When2Call and/or its licensor(s) are the sole owners of the Application, which includes any software, domains, and content made available through the Application. The Application is protected by UK and International copyright and other intellectual property laws. All such rights are reserved.

12.2 When2Call permits each User to use the Application for his own personal and/or commercial use subject to these Terms of Service and When2Call grants each User a limited and non-transferable licence solely for that purpose.

12.3 Without limitation, this means that a User may not sell, export, license, modify, copy, distribute or transmit the Application (or any part of it) without When2Call’s prior express written consent.

12.4 Any unauthorised use of the Application may result in the termination of the limited licence granted by When2Call. When2Call reserves the right to terminate the limited licence in respect of a User without notice at any time following any alleged unauthorised use by that User of the Application.

12.5 When2Call and its graphics, logos, icons and service names related to the Application are registered and unregistered trademarks or trade dress of When2Call. They may not be used without When2Call’s prior express written permission.

12.6 All other trademarks not owned by When2Call that appear in connection with the Application are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by When2Call. When2Call accepts no liability for any unauthorised use of any trademarks by Users or third parties.

13. What security measures does When2Call have in place?

13.1 Whilst When2Call has implemented commercially reasonable technical and organisational measures to secure Users’ personal information and User Data from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. When2Call accepts no liability for any losses associated with any unauthorised use.

13.2 Each User acknowledges that he provides personal information and User Data at his own risk.

13.3 By downloading, using and/or accessing in any way the Application and/or material provided through the Application, each User consents to receiving electronic communications and notices from When2Call.

13.4 Each User agrees that any notice, agreement, disclosure or other communications that When2Call sends to him electronically will satisfy any legal communication requirements, including that such communications be in writing.

13.5 Each User provides us with information when he creates an Account or logs in to the and provides us with additional content. We also collect information both relating to our Users (for example on their usage history) and to any other person who accesses the Application. Any information that a User submits or that we collect when a User is using the Application or Services is subject to the When2Call Privacy Policy, the terms of which are hereby incorporated into these Terms of Service.

13.6 Each User agrees that When2Call is free to use any comments, information or ideas contained in any communication a User may send to When2Call without compensation, acknowledgement or payment to the User for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or Application or other products or services. For the avoidance of doubt, all such information will be deemed by When2Call to be non-confidential and non-proprietary, and each User agrees that such information may be used by us without any limitation whatsoever.

14. What is When2Call not liable for?

14.1 When2Call does not warrant that the User’s use of the Application and/or the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by the User through the Services will meet the User's requirements.

14.2 When2Call is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Application and/or the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

14.3 The business of When2Call is the provision of the Services. Any matter discussed through the arrangement of a phone call as a result of sending and responding to a Message subsequent to the provision of the Services by When2Call will be subject to a separate agreement between those parties and will be governed by the terms therein. When2Call shall have no liability with respect to any agreement agreed between a given User and Recipient.

15. How has When2Call limited its liability?

15.1 When2Call does not seek to exclude its liability for death or personal injury arising from its negligence, or its fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

15.2 To the extent permitted by law, When2Call excludes all conditions, warranties, representations or other terms which may apply to the Services, the Application or any content on it, whether express or implied.

15.3 When2Call’s total liability in all cases is limited to the amount a User or Organisation has paid to When2Call during the period of 12 months prior to the date the alleged incident is made against When2Call or £100.00, whichever is larger.

15.4 When2Call, its shareholders, directors, officers, employees or agents will not be liable (jointly or severally) to any User for:

(a) any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(i) use of, or inability to use, the Application; or

(ii) use of or reliance on any content displayed on the Application.

(b) loss of profits, sales, business, or revenue;

(c) business interruption;

(d) loss of anticipated savings;

(e) loss of business opportunity, goodwill or reputation;

(f) any indirect or consequential loss or damage; or

(g) any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect any User’s computer equipment, computer programmes, data or other proprietary material due to such User’s use of the or to such User downloading of any content on it, or on any website linked to it.

16. Accuracy of content on the Application

16.1 Each User acknowledges and agrees that When2Call is not responsible for the accuracy of any information published on the Application by Users or other users and does not warrant that any information appearing on the is accurate, true or complete.

16.2 If a User believes that any information appearing on the Application is incorrect, that User should inform When2Call of the information that he considers to be inaccurate and/or inform the other User who posted the information that he considers it to be inaccurate. When2Call specifically excludes liability for any loss, harm, distress or damage suffered by any User or any third party as a result of inaccurate information appearing on the Application.

17. When2Call doesn’t guarantee that it is legal to use the Application in all countries

17.1 When2Call makes no representation that content on the Application is appropriate or available at locations outside of the United Kingdom. By accessing the Application from outside the United Kingdom, each User represents and warrants to When2Call that his use of the Application is in compliance with all applicable local laws. When2Call accepts no liability for any failure by a User to comply with their applicable local laws when accessing the or the Services.

17.2 When2Call assumes no liability or responsibility for a User using the Application or the Services for spam or abuse. When2Call is an unaffiliated third party used by the User to enable communication with the Recipient. When2Call will use its reasonable endeavours to disable any Account repeatedly reported for spam and/or abuse (as determined in When2Call’s sole and absolute discretion).

18. If I breach these Terms of Service, will I be liable for any consequential losses suffered by When2Call?

18.1 Each User agrees to indemnify and hold When2Call, its shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of his use of the Services and/or Application or his violation of any law or the rights of any third party.

18.2 Notwithstanding and in addition to the indemnity in paragraph 19.1, the User shall indemnify When2Call against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by When2Call arising out of or in connection with the User using the Application and the Services to send a Message to a Recipient’s email address.

19. And the legal stuff…

19.1 When2Call may change or discontinue the Services and/or Application at any time without prior notice. When2Call reserves the right to terminate these Terms of Service for any reason, without notice. In the event of any termination, the User will immediately cease to be able to use the Services and Application and will lose any unused Message Units.

19.2 These Terms of Service are agreed between the User and When2Call. No other person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999.

19.3 If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law and interpreted in a manner that is consistent with the commercial interests of the parties.

19.4 When2Call’s failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve a User from the obligation to comply with such provision.

19.5 No User is permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of any User’s rights under these Terms of Service without our prior express written consent. When2Call may assign, transfer, charge, sub-contract or deal in any other manner with all or any its rights under these Terms of Service.

19.6 These Terms of Service set forth the entire understanding and agreement between each User and When2Call with respect to the subject matter hereof.

19.7 These Terms of Service, their subject matter and its formation (and any non-contractual disputes or claims) are governed by the law of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.

19.8 Notices shall be served by When2Call to the email address attributable to the User at the time that the notice is served.

19.9 Notices may only be served to When2Call at the following address: Sg House, 6 St. Cross Road, Winchester, England, SO23 9HX and will deemed to have been received;

(a) If delivered by hand, at the time proof is obtained that the notice was left at the address or given to the addressee; or

(b) In the case of pre-paid first-class UK post or the other next working day delivery service, at 9:00 am on the second day after posting or at the time recorded by the delivery service.