TINKLE TELECOM LTD
TERMS AND CONDITIONS OF SERVICE
Last updated: 8 September 2026
Effective for new customers: 8 September 2026
Effective for existing customers: 9 October 2026
Version 3.0
Welcome to Tinkle
Tinkle Telecom Ltd is a company registered in England and Wales under company number 11117564, with its registered office at Carrwood Park, Selby Road, Swillington Common, Leeds, West Yorkshire, England, LS15 4LG.
In these Terms, we refer to ourselves as “Tinkle”, “we”, “us” or “our”.
We provide cloud-based business communications, telephony and related software services designed to make it easier for businesses to communicate, collaborate and manage their communications.
These Terms explain the legal relationship between Tinkle and the business using our Service. We have tried to keep them straightforward, but they are legally binding, so please read them carefully.
Important information about the Service
Tinkle is an internet-based communications service. The availability and quality of calls, including emergency calls, can depend on your internet connection, local network, power supply, equipment and device configuration.
If you use Tinkle to make telephone calls, you and your Users should understand the limitations of VoIP services and maintain appropriate alternative means of communication where necessary.
The Service is intended for business use only.
1. Definitions and interpretation
1.1 Definitions
In these Terms:
Agreement means these Terms together with any applicable Order, Statement of Work, plan details, Fair Use Policy or other document expressly incorporated into the contract between you and Tinkle.
Applicable Law means all laws, regulations, regulatory requirements, codes and binding rules applicable to the Service or either party, including the Communications Act 2003, applicable Ofcom General Conditions of Entitlement, data protection legislation and telecommunications regulations, in each case as amended from time to time.
Application means the Tinkle website, Tinkle Manager, mobile applications, desktop applications, administration portals and any other software, platform or application made available by or on behalf of Tinkle.
Artificial Inflation of Traffic means traffic generated or arranged primarily to increase call volumes, termination payments, revenue share, usage charges or other telecommunications revenues, including traffic pumping, arbitrage or other abnormal or artificially generated calling patterns.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Charges means all subscription fees, Usage Charges, Premium Feature charges, equipment charges, professional service charges and any other sums payable by you under the Agreement.
Customer, you or your means the business, organisation, sole trader or other business customer entering into the Agreement with Tinkle.
Customer Content means information, recordings, communications, contacts, messages, files, images, audio, audiovisual content, text, configuration information or other data submitted to, transmitted through or stored using the Service by you or your Users.
Customer Equipment means handsets, computers, mobile devices, routers, switches, session border controllers, networking equipment or other hardware not supplied and managed by Tinkle.
Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025 and any other applicable data protection or privacy legislation, in each case as amended, replaced or re-enacted from time to time.
Free Service means any Service made available by Tinkle without a recurring subscription charge.
Free Trial means a time-limited trial of the Service made available without the normal subscription charge.
Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, service marks, trade names, domain names, rights in software, rights in confidential information, know-how and other intellectual property rights, whether registered or unregistered and wherever arising.
Network means Tinkle’s telecommunications and technology infrastructure together with any third-party networks or infrastructure used to provide the Service.
Number means any telephone number allocated, selected, purchased or ported for use with the Service.
Order means an order, order form, quotation or other ordering document accepted by Tinkle which specifies particular Services, Charges, Products or commercial terms.
Premium Feature means any optional feature, add-on or enhanced functionality subject to additional Charges.
Service or Services means the communications, telephony, software, messaging, recording, analytics, integration, AI or related services provided by Tinkle, including any Services described in an Order or SOW.
SOW means a Statement of Work agreed between Tinkle and the Customer.
Term means the duration of the Agreement or an applicable Order or SOW.
UK GDPR means Regulation (EU) 2016/679 as it forms part of UK domestic law, as amended from time to time.
Usage Charges means Charges calculated according to use of the Service, including call, messaging, international, premium or other metered usage.
User means an individual authorised by you to access or use the Service.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation.
References to legislation include amendments, replacements and subordinate legislation made under it.
Words in the singular include the plural and vice versa.
References to “including” or “includes” do not limit the words that follow them.
1.3 Order of precedence
If there is a conflict between documents forming the Agreement, the following order applies:
the applicable Order or SOW;
these Terms;
any applicable plan, tariff or Fair Use Policy; and
other documents expressly incorporated into the Agreement.
An Order or SOW overrides these Terms only in relation to the particular Services covered by that Order or SOW and only to the extent of the inconsistency.
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as a Controller. It does not form part of the Agreement unless expressly stated otherwise.
2. The Agreement and our Service
2.1 Accepting these Terms
You accept the Agreement when you do any of the following:
create or activate a Tinkle account;
accept an Order or SOW;
purchase or activate a Service; or
access or use the Service.
If you do not agree to these Terms, you must not use the Service.
2.2 Business customers only
The Service is supplied for business purposes only.
By entering into the Agreement, you confirm that:
you are acting wholly or mainly for purposes relating to your trade, business, craft or profession;
the person entering into the Agreement on your behalf is at least 18 years old; and
that person has authority to bind the Customer.
Nothing in these Terms excludes any statutory or regulatory rights that apply to you and cannot lawfully be excluded.
2.3 Incomplete registrations
If you begin a registration, quotation or sign-up process but do not complete it, we may contact you using the information you have provided to help you complete that process or answer questions relating to it.
Marketing communications will be handled separately in accordance with Applicable Law and your marketing preferences.
2.4 Providing the Service
Subject to you complying with the Agreement and paying the Charges, Tinkle will provide the Service with reasonable care and skill.
We may use affiliates, telecommunications carriers, cloud providers, software suppliers and other subcontractors to provide all or part of the Service.
2.5 Right to use the Service
During the Term, Tinkle grants you a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service for your own internal business purposes.
This right does not permit you to resell or commercially exploit the Service unless Tinkle has expressly authorised this in writing.
2.6 Support
Support is available through Tinkle’s Help Centre, Application and support channels.
Unless an Order or applicable service level expressly states otherwise, support is provided during Tinkle’s published support hours.
Support queries may be sent to help@tinkle.co.
2.7 Service changes
Tinkle continually develops the Service and may make reasonable changes to functionality, interfaces, underlying technology or suppliers where those changes do not materially reduce the overall functionality of the Service you have purchased.
We may also make changes where reasonably necessary for security, legal, regulatory or technical reasons.
2.8 Changes to these Terms
We may update these Terms from time to time.
Where a change materially affects your rights or obligations, we will give reasonable advance notice and, where required by Applicable Law or Ofcom rules, at least the minimum notice period and any applicable right to terminate without penalty.
Changes required by law, regulation, security requirements or matters outside our reasonable control may take effect on shorter notice where reasonably necessary.
3. Your responsibilities and acceptable use
3.1 Lawful use
You must use the Service only for lawful business purposes and in accordance with the Agreement and Applicable Law.
3.2 Prohibited use
You must not, and must ensure your Users do not:
a. use the Service to transmit unlawful, fraudulent, defamatory, threatening, obscene or otherwise illegal material;
b. infringe another person’s Intellectual Property Rights, privacy rights or other legal rights;
c. impersonate another person or organisation or deliberately misrepresent the identity or origin of a communication;
d. commit or facilitate fraud, telecommunications fraud, toll fraud or unauthorised access;
e. generate Artificial Inflation of Traffic;
f. use the Service for unlawful robocalling, unlawful automated marketing or unlawful unsolicited communications;
g. interfere with, damage or disrupt the Service, Network or another customer’s use of them;
h. attempt to obtain unauthorised access to the Service, Network, software, source code, systems or accounts;
i. introduce malware, malicious code or other harmful technology;
j. use the Service in a way which could reasonably cause Tinkle, its suppliers or telecommunications carriers to breach Applicable Law or regulatory requirements; or
k. use the Service to provide telecommunications services to third parties unless Tinkle has expressly agreed to this in writing.
3.3 Fair and reasonable use
Where a Service or tariff includes inclusive or unlimited usage, that usage remains subject to the applicable Fair Use Policy and any restrictions stated on the relevant tariff or Order.
You must not use the Service in a way which:
is materially inconsistent with normal business communications use;
places an unreasonable or disproportionate load on Tinkle’s Network;
involves traffic pumping or Artificial Inflation of Traffic;
uses large-scale automated calling, call blasting or dialling contrary to the applicable tariff; or
is designed primarily to exploit inclusive usage rather than communicate with genuine end users.
Where we reasonably identify excessive, abnormal or abusive usage, we may investigate the usage and, where appropriate, restrict the relevant feature, move the affected Service to an appropriate metered tariff or suspend the affected activity.
We will act reasonably when exercising these rights.
3.4 Marketing calls and messages
You are responsible for ensuring that all marketing communications made using the Service comply with Applicable Law.
This includes, where applicable:
screening telephone numbers against the Telephone Preference Service and Corporate Telephone Preference Service;
maintaining your own suppression or “do not call” lists;
obtaining consent where consent is legally required;
complying with rules relating to automated marketing calls; and
displaying appropriate caller identification and providing required contact information.
Any TPS, CTPS, screening, blocking or compliance functionality provided by Tinkle is a tool to assist you. It does not transfer legal responsibility for your marketing activity to Tinkle.
3.5 Customer information
You must ensure that information you provide to Tinkle is accurate, complete and kept up to date, including:
your business details;
administrator details;
billing information;
contact details;
service addresses; and
emergency caller location information.
You must promptly update information which changes.
3.6 Customer Content
You are responsible for Customer Content and must ensure that you have all rights, licences, permissions, notices and lawful bases required to use, store, transmit or process that Customer Content through the Service.
Tinkle does not routinely review Customer Content.
We may remove, restrict or disable access to Customer Content where we reasonably believe this is required by law, a regulator, court order, security requirement or because the content materially breaches the Agreement.
3.7 Your Users
You are responsible for:
deciding who may become a User;
administering User access;
ensuring Users understand any applicable Service restrictions;
ensuring Users comply with the Agreement; and
all activity carried out through your account by your Users.
A breach by a User will be treated as a breach by the Customer.
3.8 Account sharing
Individual User credentials must not be shared between people.
Each person requiring access to the Service should use their own authorised User account.
3.9 Licences and permissions
You are responsible for obtaining any licences, permissions or consents required for your use of the Service, including those relating to call recording, monitoring, music, marketing communications and Customer Content.
3.10 Cooperation
You must provide reasonable information and cooperation required by Tinkle to:
activate or maintain the Service;
investigate faults;
respond to regulatory or legal requirements;
investigate fraud or security incidents; or
resolve issues caused by Customer Equipment or your network.
3.11 Customer references
Unless you ask us not to, Tinkle may identify you as a customer and display your business name and logo in customer lists or similar marketing materials.
We will obtain your approval before publishing a detailed case study, testimonial or announcement specifically about your organisation.
4. Emergency calling
4.1 Access to emergency services
Where a Tinkle Service supports outbound public telephone calls, Tinkle provides access to UK emergency services using 999 and 112 in accordance with Applicable Law.
This may include Services operating during an active Free Trial where outbound calling is enabled.
4.2 VoIP limitations
Tinkle is an internet-based service.
Emergency calling may not work if there is:
a power failure;
an internet or broadband failure;
a local network failure;
a device failure;
an incorrectly configured device;
a failure of Customer Equipment; or
another interruption preventing access to the Service.
You should maintain appropriate alternative means of contacting emergency services, particularly where continuous telephone availability is important to your organisation.
4.3 Emergency location information
You must provide accurate location information for Users who may make Emergency Calls.
You must update that information whenever the relevant location changes.
Where different Users normally use the Service from different locations, appropriate location information should be maintained for those Users.
4.4 Nomadic use
Because Tinkle can be used from different physical locations, emergency services may not automatically be able to determine a caller’s current physical location.
Users making an Emergency Call should therefore be prepared to confirm their location verbally.
Tinkle may provide registered or technically available caller-location information to emergency organisations in accordance with Applicable Law.
4.5 Customer responsibility
You are responsible for making Users aware:
that Tinkle is a VoIP service;
of the emergency calling limitations described above; and
of the need to keep emergency location information accurate.
5. Telephone numbers and porting
5.1 Number allocation
Tinkle may allocate a Number to you or allow you to select or port a Number for use with the Service.
The allocation of a Number gives you the right to use it while the relevant Service remains active, subject to Applicable Law. It does not transfer ownership of that Number to you.
5.2 Number availability
Numbers are subject to availability, regulatory requirements and the requirements of the relevant telecommunications carrier.
Tinkle cannot guarantee that a particular Number will remain available indefinitely where a change is required by a regulator, numbering authority or carrier.
5.3 Testing
You are responsible for testing Numbers, call routing, devices and other relevant configuration following activation or changes to the Service.
You should notify Tinkle promptly if you identify a problem.
5.4 Inactive Free Service Numbers
Where a Number is provided as part of a Free Service and has not been used for more than six months, Tinkle may cancel the Free Service and recover or reallocate the Number, subject to Applicable Law.
5.5 Porting Numbers to Tinkle
Requests to port existing Numbers to Tinkle are subject to:
successful validation;
availability of porting arrangements with the relevant networks;
provision of accurate information and authority by you; and
completion of any required documentation.
Porting requests may be submitted using Tinkle’s published porting process or by contacting porting@tinkle.co.
Tinkle will not impose a direct charge for number porting where such a charge is prohibited by Applicable Law or Ofcom requirements.
Where additional configuration, onboarding, project management, hardware or professional services are required in connection with a migration, those services may be charged separately where agreed with you in advance.
5.6 Porting Numbers away from Tinkle
If you wish to move a Number to another provider, you should normally initiate the port through your new provider.
Tinkle will provide reasonable cooperation and information required to facilitate a valid porting request.
Porting a Number does not remove any contractual obligation to pay Charges, minimum-term commitments or valid early termination charges relating to the underlying Service.
Any such Charges arise from the Service contract and not from the act of porting the Number itself.
5.7 Porting after termination
Any right to port a Number following termination will continue for the period required by Applicable Law.
You should initiate any required port before that right expires.
5.8 Loss of Numbers
If the Service ends and you do not exercise an available right to port a Number, Tinkle may release or reallocate that Number after any applicable regulatory retention period.
Tinkle cannot guarantee that a released Number can later be recovered.
6. Plans, trials, recording and additional features
6.1 Tinkle plans
Tinkle may offer plans including:
Tinkle Go;
Tinkle Unlimited;
Tinkle Anywhere; and
other plans or Services introduced from time to time.
Features, inclusive usage, Usage Charges and applicable restrictions are set out in the relevant pricing information or Order.
6.2 Standard monthly Services
Unless an Order expressly states that a minimum Term applies, standard self-service Tinkle subscriptions operate on a monthly basis.
6.3 Free Service
Tinkle may make Free Services available from time to time.
Free Services may have reduced functionality, capacity or support and may be changed or withdrawn by Tinkle on reasonable notice.
6.4 Free Trial
Tinkle may offer a Free Trial for the period and functionality advertised when you register.
A Free Trial may not include all functionality available in a paid Service.
Tinkle may apply reasonable usage, fraud-prevention or security restrictions during a Free Trial.
6.5 Payment details during a Free Trial
Where the Free Trial is advertised as requiring no payment method, you will not be required to provide one to start the trial.
If payment information is required to move to a paid Service, you must provide a valid Payment Method before the paid Service can begin.
Unless otherwise stated when you register, a Free Trial does not automatically create a paid subscription merely because the trial period expires.
6.6 Abuse of trials or promotions
You must not create multiple accounts, manipulate User details or otherwise abuse a Free Trial, Free Service, promotional period or billing process to avoid legitimate Charges.
Tinkle may suspend or terminate accounts reasonably believed to be involved in such abuse.
6.7 Call recording and monitoring
Where the Service allows calls to be recorded, monitored, listened to, whispered into, barged into, transcribed or otherwise analysed, you are responsible for ensuring that your use of those features is lawful.
This includes responsibility for:
establishing an appropriate lawful basis;
providing required privacy information;
informing employees, Users and callers where required;
complying with Data Protection Laws;
complying with applicable interception and monitoring laws; and
determining appropriate retention periods.
Tinkle provides the technical functionality but does not determine whether your particular recording or monitoring activity is lawful.
6.8 Recording and message retention
Retention periods for call recordings, voicemails, messages, call logs and other Customer Content may differ according to your plan, feature, Order or applicable retention policy.
The applicable retention information shown in the Application, plan information or Order forms part of the Service specification.
You are responsible for exporting any Customer Content you need to retain outside the applicable retention period.
Deleting a User may also permanently delete recordings, messages or other information associated solely with that User. You should export required information before deleting Users.
Unless an Order expressly provides an archival commitment, Tinkle does not provide the Service as a permanent archive or backup system.
6.9 AI and automated features
Some Tinkle Services may use artificial intelligence, machine learning or other automated technology to provide features such as transcription, summaries, sentiment analysis, recommendations, classifications or automated actions.
Outputs generated using such technology may contain errors or omissions.
You remain responsible for reviewing outputs before relying upon them or using them to make material business, legal, regulatory, financial, employment, health, safety or other significant decisions.
Customer Content processed through these features remains subject to clause 15 and any additional feature-specific terms disclosed to you.
6.10 Service communications
Tinkle may send operational communications relating to:
your account;
billing;
security;
faults or outages;
regulatory matters;
changes to the Service;
changes to the Agreement; and
other information reasonably necessary to provide the Service.
You cannot opt out of communications which are reasonably necessary to administer or provide the Service.
6.11 Marketing communications
Where permitted by Applicable Law and your marketing preferences, Tinkle may send you information about other products, features and services.
You may opt out of marketing communications at any time.
7. Bring Your Own Device and Customer Equipment
7.1 Customer Equipment
You may use Customer Equipment with the Service where technically supported.
Use of Customer Equipment is at your own risk.
7.2 Compatibility
Tinkle does not guarantee compatibility with every handset, router, device, SBC, operating system, firmware version or network configuration.
You are responsible for ensuring Customer Equipment:
meets any technical requirements published by Tinkle;
is correctly configured;
is maintained in good working order;
is connected to a suitable internet service;
receives appropriate security and firmware updates; and
complies with Applicable Law.
Tinkle may publish lists of supported, recommended or certified equipment.
7.3 Service levels
A failure, degradation or interruption caused wholly or partly by:
Customer Equipment;
your LAN, Wi-Fi or firewall;
your internet provider;
third-party connectivity;
incorrect configuration;
unsupported firmware; or
other infrastructure outside Tinkle’s reasonable control,
does not constitute a failure of the Tinkle Service for the purpose of an SLA or service-credit commitment.
Unless an Order states otherwise, availability commitments apply to the relevant Tinkle platform components and not to Customer Equipment or third-party networks.
7.4 Support limitations
Where Customer Equipment is used, Tinkle’s normal support obligation is limited to reasonable assistance in identifying whether the fault originates within the Tinkle Service.
Unless separately agreed, Tinkle is not responsible for configuring, repairing or maintaining Customer Equipment.
We may ask you to disconnect, replace, upgrade or reconfigure Customer Equipment as part of fault isolation.
Where substantial investigation is required and the fault is subsequently shown to be caused by Customer Equipment or your infrastructure, Tinkle may charge for that investigation where the possibility and basis of the charge was made clear to you.
7.5 Security
You are responsible for the security of Customer Equipment, including:
passwords and credentials;
firmware;
firewall rules;
network configuration;
physical security; and
preventing unauthorised use.
Tinkle is not responsible for fraud, toll misuse, unauthorised calls, data loss or security incidents to the extent caused by insecure, compromised or incorrectly configured Customer Equipment.
7.6 Emergency calls
Use of Customer Equipment may affect emergency calling where the device, local network, internet connection or power supply is unavailable or incorrectly configured.
You are responsible for ensuring appropriate backup arrangements exist.
7.7 No equipment warranty
Tinkle gives no warranty in relation to Customer Equipment.
Any equipment supplied directly by Tinkle is subject to the applicable Order, product warranty and returns terms.
8. Security
8.1 Credentials
You are responsible for keeping usernames, passwords, authentication links, QR codes and other security credentials secure.
You must not knowingly disclose credentials to unauthorised persons.
8.2 Account administration
You are responsible for configuring appropriate User permissions and promptly removing access for Users who no longer require the Service.
8.3 Security incidents
You must notify Tinkle promptly if you become aware of:
compromised credentials;
unauthorised account access;
suspected fraud;
abnormal call activity; or
another security incident relating to the Service.
8.4 Security controls
You must not attempt to:
bypass security controls;
probe or scan the Service without authorisation;
reverse engineer the Service except where a right to do so cannot lawfully be excluded;
access source code;
access another customer’s information; or
interfere with the security or integrity of the Network.
8.5 Suspension for security reasons
Tinkle may immediately restrict or suspend all or part of the Service where reasonably necessary to:
respond to an actual or suspected security incident;
prevent fraud;
protect the Network;
mitigate a DDoS or similar attack;
comply with a legal or regulatory obligation; or
protect Tinkle, its customers or suppliers from material harm.
Where reasonably possible, we will tell you about the suspension and restore the affected Service once the relevant risk has been addressed.
9. Charges and payment
9.1 Charges
You must pay the Charges applicable to the Service you purchase.
Charges will be those displayed or communicated to you when the relevant Service is purchased, or those stated in an applicable Order.
9.2 VAT and taxes
Unless expressly stated otherwise, Charges are exclusive of VAT and any other applicable taxes, duties or levies.
Applicable VAT will be added to invoices.
9.3 Subscription billing
Unless an Order states otherwise:
recurring subscription Charges are billed monthly in advance; and
Usage Charges and other variable Charges may be billed in arrears.
9.4 Payment Method
You must maintain a valid Payment Method where required for the Service.
Tinkle may support payment by card, Direct Debit or another approved payment method.
9.5 Changes during a billing period
Where Users, subscriptions or Premium Features are added during a billing period, additional Charges may be calculated on a pro-rata basis.
Where a subscription is reduced, the change will normally take effect from the next billing period unless the Application or Order states otherwise.
9.6 Usage Charges
You are responsible for Usage Charges incurred through your account, including usage generated by authorised Users.
You should notify us promptly if you believe usage is fraudulent or unauthorised.
9.7 Price changes
For standard monthly Services, Tinkle may change Charges by giving at least 28 Business Days’ notice, unless a shorter period is required or permitted by Applicable Law.
Where a fixed price applies under an Order for a specified minimum Term, that Order will govern whether and how the price may change during that Term.
Where Applicable Law or Ofcom rules give you a right to terminate because of a price or contractual change, those rights will apply.
9.8 Non-payment
If a payment is overdue, declined, reversed or subject to a chargeback, Tinkle may:
contact you requesting payment;
restrict chargeable features;
apply reasonable credit controls;
suspend the Service; or
terminate the affected Service in accordance with clause 10.
Any action relating to debt or disconnection will remain subject to any applicable regulatory obligations.
9.9 Fraudulent payments
Where Tinkle reasonably suspects payment fraud, unauthorised payment activity or abuse, we may suspend the Service immediately while the issue is investigated.
9.10 Reinstatement
Where a Service has been suspended for non-payment, Tinkle may restore the Service once outstanding sums have been paid and a valid Payment Method is available.
Restoration remains subject to the continued availability of relevant Numbers, licences and third-party services.
9.11 Refunds
Except where the Agreement or Applicable Law expressly provides otherwise, Charges properly incurred are non-refundable.
9.12 Billing queries
You should raise any billing query promptly after receiving the relevant invoice.
Raising a query does not remove your obligation to pay undisputed amounts when due.
9.13 No set-off
Unless required by law, you must pay undisputed Charges without deduction, counterclaim or set-off.
10. Term, cancellation, suspension and termination
10.1 Standard monthly Services
Unless an Order expressly states that a minimum Term applies, a standard monthly Tinkle subscription continues from month to month.
You may cancel a monthly subscription through any cancellation facility provided in the Application or by emailing cancellations@tinkle.co.
Cancellation normally takes effect at the end of the current paid billing period.
10.2 Free Trial cancellation
A Free Trial may be cancelled at any time during the trial.
Unless otherwise stated when you register, expiry of the Free Trial will not create a paid subscription unless you actively select a paid Service and provide any required Payment Method.
10.3 Fixed-term Orders
An Order or SOW may expressly specify a minimum Term.
Where it does, that minimum Term applies instead of the monthly cancellation provisions in clause 10.1.
Unless the applicable Order states otherwise, a fixed-term Order will automatically renew for successive periods of twelve months after the initial Term.
Either party may prevent such renewal by giving at least 60 days’ written notice before the end of the then-current Term.
10.4 Early cancellation of a fixed-term Order
If you terminate a fixed-term Order for convenience before the end of its minimum or renewed Term, you remain responsible for the applicable early termination amount.
Unless the Order provides another calculation, that amount will comprise:
recurring Charges which would otherwise have become payable for the remainder of the applicable Term, less costs which Tinkle reasonably avoids as a result of the early termination; and
any non-cancellable third-party, equipment, implementation or committed project costs reasonably incurred by Tinkle in providing the Service.
This clause does not apply where you have a statutory or regulatory right to terminate without such a charge.
10.5 Termination by Tinkle for breach
Tinkle may terminate all or part of the Agreement by written notice if you commit a material breach which:
a. cannot reasonably be remedied; or
b. can be remedied but is not remedied within seven days after Tinkle gives you written notice requiring it to be remedied.
10.6 Immediate termination or suspension
Tinkle may suspend or terminate the affected Service immediately where reasonably necessary because of:
fraud or suspected fraud;
unlawful use;
Artificial Inflation of Traffic;
a serious security incident;
deliberate interference with the Network;
repeated material breaches;
use creating a material regulatory risk for Tinkle;
a payment chargeback or fraudulent payment;
insolvency; or
a legal or regulatory requirement.
10.7 Insolvency
Tinkle may terminate the Agreement if you:
become unable to pay your debts as they fall due;
enter administration, liquidation or a company voluntary arrangement;
have a receiver or administrator appointed over a material part of your assets;
cease or threaten to cease carrying on a material part of your business; or
become subject to an equivalent insolvency event.
10.8 Non-payment
Tinkle may terminate a Service where an undisputed amount remains unpaid for seven days after written notice that payment is overdue.
This does not prevent an earlier suspension where permitted under clause 9 or where reasonably necessary to prevent fraud or further loss.
10.9 Consequences of termination
When the Agreement or a Service ends:
your right to use the affected Service ends;
outstanding Charges become payable;
any applicable early termination Charges become payable;
you must return any Tinkle-owned equipment where required;
your rights in Numbers are subject to clause 5; and
Customer Content will be handled in accordance with clause 15 and the applicable retention arrangements.
10.10 Exporting Customer Content
You are responsible for exporting Customer Content you need before terminating the Service or deleting Users.
Tinkle does not guarantee continued access to Customer Content after termination except where an Order, retention policy or Applicable Law expressly requires it.
10.11 Accrued rights
Termination does not affect rights, liabilities or payment obligations which arose before termination.
Clauses intended by their nature to survive termination will continue to apply.
11. Service availability and warranties
11.1 Reasonable care and skill
Tinkle will provide the Service with reasonable care and skill.
11.2 Internet and third-party dependencies
You acknowledge that the Service depends on telecommunications networks, internet connectivity, cloud infrastructure, devices and third-party technology which may be outside Tinkle’s direct control.
11.3 No uninterrupted-service warranty
Unless an applicable SLA expressly states otherwise, Tinkle does not warrant that the Service will:
be uninterrupted;
be completely error-free;
operate without latency or degradation;
be compatible with every system or device; or
be permanently free of viruses, security threats or third-party failures.
11.4 Maintenance
Tinkle may carry out planned or emergency maintenance.
Where reasonably practicable, we will give advance notice of planned maintenance expected to materially affect the Service.
11.5 Third-party services
Where the Service integrates with third-party software, carriers or platforms, the availability and functionality of those third-party services may be subject to the third party’s own terms and technical limitations.
Tinkle is not responsible for changes made by a third party which are outside Tinkle’s reasonable control.
11.6 Implied terms
To the maximum extent permitted by law, all warranties, conditions and terms which would otherwise be implied into the Agreement are excluded except to the extent they cannot lawfully be excluded.
12. Limitation of liability
12.1 Liabilities that are not limited
Nothing in the Agreement excludes or limits either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability which cannot lawfully be excluded or limited.
12.2 Excluded losses
Subject to clause 12.1, Tinkle will not be liable for:
loss of profit;
loss of revenue;
loss of business;
loss of contracts;
loss of opportunity;
loss of anticipated savings;
loss of goodwill or reputation; or
indirect or consequential loss,
whether arising in contract, tort including negligence, breach of statutory duty or otherwise.
12.3 Aggregate liability cap
Subject to clause 12.1, Tinkle’s total aggregate liability arising out of or in connection with the Agreement in any twelve-month period will not exceed the total Charges paid or payable by you for the affected Service during the twelve months immediately preceding the event giving rise to the claim.
Where the affected Service has been provided for less than twelve months, the cap will be calculated by reference to the Charges paid or payable from the Service Start Date to the date of the relevant event.
For a Free Service or Free Trial for which no Charges have been paid, Tinkle’s aggregate liability will not exceed £1,000.
12.4 Customer systems and connectivity
Tinkle is not liable to the extent a loss is caused by:
Customer Equipment;
your internet connection;
your network;
your configuration;
unauthorised use of your credentials;
your failure to follow reasonable instructions;
a third-party platform outside Tinkle’s reasonable control; or
your failure to maintain an appropriate backup or alternative communication method.
12.5 Customer Content and recordings
Tinkle is not liable for loss of Customer Content where that loss results from:
expiry of a disclosed retention period;
deletion of a User or account by you;
your failure to export information before termination;
Customer Equipment;
your actions or configuration; or
circumstances otherwise excluded by this Agreement.
This does not exclude liability where the loss results directly from Tinkle’s breach of an express contractual obligation and liability cannot otherwise be excluded under this clause.
12.6 Payment obligations and indemnities
Nothing in this clause limits your obligation to pay Charges properly due under the Agreement.
Unless an Order expressly states otherwise, the Customer indemnities in the Agreement are not limited by clause 12.3.
13. Intellectual Property Rights
13.1 Customer Intellectual Property
As between the parties, Intellectual Property Rights in Customer Content remain owned by you or your licensors.
13.2 Tinkle Intellectual Property
Tinkle and its licensors retain all Intellectual Property Rights in:
the Service;
Application;
Software;
APIs;
documentation;
designs;
workflows;
databases;
technology;
know-how;
improvements; and
other material developed or supplied by or on behalf of Tinkle.
No rights are transferred to you except the limited rights expressly granted by the Agreement.
13.3 Licence to Customer Content
You grant Tinkle a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, transmit, process, display and otherwise use Customer Content solely to the extent reasonably necessary to:
provide the Service;
secure and maintain the Service;
provide support;
comply with your instructions; and
comply with Applicable Law.
Tinkle may sublicense these rights to its authorised suppliers and subprocessors only to the extent required to provide the Service.
13.4 Licence to Tinkle technology
Tinkle grants you a limited, non-exclusive, non-transferable licence during the Term to use Tinkle software and documentation only as necessary to receive the Service.
13.5 Feedback
If you voluntarily provide suggestions or feedback about the Service, Tinkle may use that feedback to develop and improve its products and services without restriction or payment, provided Tinkle does not disclose your Confidential Information in doing so.
14. Third-party claims and indemnity
14.1 Customer responsibility
You remain responsible for transactions, communications and relationships between you, your Users and third parties using or arising from your use of the Service.
Tinkle is not a party to those transactions merely because the Service facilitated a communication.
14.2 Customer indemnity
You will indemnify Tinkle against third-party claims, losses, damages, reasonable legal costs and expenses to the extent they arise from:
Customer Content infringing third-party rights;
your unlawful use of the Service;
your breach of clause 3;
unlawful marketing, recording or monitoring carried out by you;
fraud or misuse originating from your organisation or Users; or
your breach of Data Protection Laws where Tinkle has processed Personal Data in accordance with your lawful instructions.
14.3 Conduct of claims
Where Tinkle seeks to rely on the indemnity:
Tinkle will notify you of the relevant claim within a reasonable period after becoming aware of it;
you must provide reasonable assistance;
Tinkle will not unreasonably prejudice your position; and
any settlement which requires an admission of liability by you will require your consent, not to be unreasonably withheld or delayed.
15. Data protection
15.1 Compliance
Each party will comply with Data Protection Laws applicable to it.
This clause supplements and does not replace either party’s obligations under Data Protection Laws.
15.2 Different data protection roles
The parties acknowledge that Tinkle may process Personal Data in different capacities depending on the processing activity.
Where Tinkle processes Personal Data solely on the Customer’s behalf in providing configurable Service functionality, such as storing Customer contacts, recordings, messages or similar Customer Content:
the Customer will normally act as Controller; and
Tinkle will normally act as Processor.
Tinkle may separately act as a Controller where it processes Personal Data for its own legitimate business, regulatory or legal purposes, including:
managing customer accounts;
billing and payment;
fraud prevention;
network and information security;
service administration;
meeting telecommunications obligations;
emergency-service requirements;
legal compliance; and
other purposes described in Tinkle’s Privacy and Cookies Policy.
15.3 Processor details
Where Tinkle acts as Processor:
Subject matter: Personal Data processed as part of providing the Service.
Duration: The Term and any applicable post-termination retention period.
Purpose: Providing, securing, supporting and maintaining the Service in accordance with the Agreement and Customer instructions.
Data Subjects may include: Users, Customer personnel, business contacts, callers, call recipients, message participants and other individuals whose Personal Data is provided through the Service.
Personal Data may include: names, usernames, contact information, telephone numbers, account information, communications metadata, call records, messages, recordings, transcripts, contact records and other Customer Content containing Personal Data.
15.4 Documented instructions
The Agreement, applicable Orders, your configuration of the Service and documented instructions given through authorised support channels together constitute your documented instructions to Tinkle.
Tinkle will process Personal Data only on those instructions unless required to do otherwise by Applicable Law.
Where legally permitted, Tinkle will inform you if it is required by law to process Personal Data outside your instructions.
15.5 Confidentiality
Tinkle will ensure that personnel authorised to process Personal Data are subject to appropriate confidentiality obligations.
15.6 Security
Tinkle will maintain appropriate technical and organisational measures designed to protect Personal Data, taking into account:
the state of the art;
implementation costs;
the nature and scope of processing;
the context and purpose of processing; and
the risks to Data Subjects.
15.7 Subprocessors
You give Tinkle general written authorisation to appoint subprocessors required to provide the Service.
Tinkle will require each subprocessor processing Personal Data on Tinkle’s behalf to enter into appropriate data protection obligations.
Where required by Data Protection Laws, Tinkle will provide reasonable notice of a new material subprocessor.
If you have a reasonable data protection objection to a new subprocessor, you must notify Tinkle promptly.
The parties will attempt in good faith to resolve the objection. If no reasonable solution is available, you may terminate the affected Service where required by Data Protection Laws.
15.8 International transfers
Where Tinkle transfers Personal Data outside the United Kingdom, it will ensure that the transfer is made using a lawful transfer mechanism required by Data Protection Laws.
15.9 Data Subject rights
Taking into account the nature of the processing, Tinkle will provide reasonable assistance to help you respond to requests by Data Subjects exercising rights under Data Protection Laws.
15.10 Security incidents and Personal Data Breaches
Tinkle will notify you without undue delay after becoming aware of a Personal Data Breach affecting Personal Data for which Tinkle acts as your Processor.
Tinkle will provide information reasonably available to it to assist you in meeting applicable breach-notification obligations.
15.11 DPIAs and regulatory consultations
Tinkle will provide reasonable assistance with data protection impact assessments and consultations with supervisory authorities where the assistance relates directly to processing carried out by Tinkle on your behalf.
15.12 Deletion and return
Following termination of the relevant Service, Tinkle will delete or return Personal Data processed as Processor in accordance with:
your reasonable instructions;
the applicable Service retention arrangements; and
Data Protection Laws.
Tinkle may retain information where required by law or where it remains temporarily within secure backup systems, provided it remains protected and is not used for other purposes.
15.13 Audits
Tinkle will make information reasonably necessary to demonstrate compliance with its Processor obligations available to you.
Where additional audit activity is reasonably required by Data Protection Laws, it will:
take place on reasonable notice;
avoid unnecessary disruption;
be subject to appropriate confidentiality and security requirements; and
normally be at the Customer’s cost unless the audit identifies a material breach by Tinkle.
Tinkle may satisfy reasonable audit requirements by providing appropriate independent audit reports, certifications or security documentation where sufficient.
15.14 Unlawful instructions
Tinkle may refuse or suspend an instruction which it reasonably believes would breach Data Protection Laws.
Where appropriate, Tinkle will inform you of its concern so that the parties can attempt to agree a lawful alternative.
15.15 Customer obligations
Where you act as Controller, you are responsible for ensuring:
you have a lawful basis for Processing;
required transparency information has been provided;
any required consent has been obtained;
Special Category Personal Data is processed only where an appropriate Article 9 condition applies;
recordings and monitoring are lawful;
Customer Content is collected and provided lawfully; and
your instructions to Tinkle comply with Data Protection Laws.
15.16 Privacy Policy
Tinkle’s Privacy and Cookies Policy explains how Tinkle processes Personal Data where Tinkle acts as Controller.
16. Confidentiality
16.1 Confidential Information
Each party must keep confidential information received from the other party which:
is identified as confidential;
is commercially sensitive by its nature; or
a reasonable business person would understand to be confidential.
This may include technical information, security information, business plans, customer information, pricing in Orders, product roadmaps and financial information.
16.2 Protection
Each party will protect the other party’s Confidential Information using at least reasonable care and no less care than it uses to protect its own similar information.
16.3 Permitted disclosure
A party may disclose Confidential Information to its:
employees;
officers;
professional advisers;
affiliates;
insurers;
financiers; and
suppliers or subcontractors,
where those persons need the information for purposes connected with the Agreement and are subject to appropriate confidentiality obligations.
16.4 Exclusions
Confidential Information does not include information which the receiving party can demonstrate:
is or becomes public other than through breach of the Agreement;
was lawfully known to it before disclosure;
is lawfully received from a third party without confidentiality restriction; or
was independently developed without use of the other party’s Confidential Information.
16.5 Required disclosure
A party may disclose Confidential Information where required by law, a regulator or court order.
Where legally permitted, the receiving party will provide reasonable advance notice to the other party.
16.6 Survival
These confidentiality obligations continue after termination for as long as the relevant information remains confidential by its nature.
17. Force majeure
Neither party will be liable for delay or failure to perform an obligation caused by circumstances outside its reasonable control.
Such circumstances may include:
severe weather;
flood;
fire;
natural disaster;
war;
terrorism;
civil disorder;
epidemic or pandemic;
widespread utility failure;
internet or telecommunications network failure;
acts of government or regulators;
supplier or carrier failure outside the affected party’s reasonable control;
cyberattack despite reasonable security measures; or
industrial disputes outside the affected party’s reasonable control.
The affected party must take reasonable steps to mitigate the effects of the event.
A force majeure event does not excuse payment of Charges already due for Services already supplied.
18. Orders and Statements of Work
18.1 Additional Services
The parties may agree Orders or SOWs for additional Services, Products, implementation work or other deliverables.
18.2 Formation
An Order or SOW becomes binding when:
accepted by both parties in the manner specified in the document; or
Tinkle begins providing the relevant Service with the Customer’s agreement,
unless the Order states another acceptance mechanism.
18.3 Specific commercial terms
An Order may specify:
Services;
quantities;
Users;
Charges;
implementation requirements;
a Service Start Date;
a minimum Term;
renewal arrangements;
service levels;
equipment;
third-party commitments; or
other specific commercial terms.
18.4 Fixed terms
A minimum Term applies only where it is expressly stated in an Order or SOW.
The existence of fixed-term Orders does not convert separate standard monthly Tinkle Services into fixed-term Services unless expressly stated.
18.5 Project and cancellation costs
Where you cancel ordered implementation work, equipment, site visits, professional services or other committed work before completion, you must pay:
work already performed;
non-refundable third-party costs;
specially ordered equipment; and
other reasonable and unavoidable costs incurred by Tinkle as a result of the cancellation.
Tinkle will take reasonable steps to mitigate avoidable costs.
19. Complaints
19.1 Raising a complaint
If you are unhappy with the Service, please contact Tinkle so that we can investigate the issue.
General complaints may be sent to hello@tinkle.co.
Technical support issues should normally be raised through the Help Centre or help@tinkle.co.
19.2 Complaints Code
Tinkle will maintain and publish a complaints-handling process where required by Applicable Law and Ofcom rules.
19.3 Alternative Dispute Resolution
Where you are eligible under Ofcom rules, you may have the right to refer an unresolved complaint to Tinkle’s approved Alternative Dispute Resolution scheme.
Details of the applicable ADR scheme, eligibility requirements and referral process will be set out in Tinkle’s current Complaints Code.
Nothing in this clause limits any mandatory regulatory right available to you.
20. Notices
20.1 Written notices
Any notice required under the Agreement must be in writing.
20.2 Notices to Tinkle
Cancellation notices should be sent to:
Other contractual notices may be sent to:
with the subject line “Legal Notice”, or by post to Tinkle’s registered office.
20.3 Notices to the Customer
Tinkle may send contractual notices to:
the primary email address registered on your account;
an administrator email address; or
another address you have designated for contractual notices.
You are responsible for keeping those details current.
20.4 Receipt
An email notice will be treated as received on the next Business Day after transmission unless the sender receives an automated failure notice.
A notice delivered by hand is received when delivered during normal business hours, otherwise on the next Business Day.
A notice sent by prepaid first-class post is treated as received two Business Days after posting.
20.5 Legal proceedings
This clause does not govern formal service of court proceedings or other documents where a different method of service is required by law.
21. General terms
21.1 Assignment by the Customer
You may not assign, transfer, resell, novate or otherwise dispose of any material right or obligation under the Agreement without Tinkle’s prior written consent.
Any attempted transfer does not release you from your obligations unless Tinkle expressly agrees in writing.
21.2 Assignment by Tinkle
Tinkle may assign, transfer or novate all or part of the Agreement to:
an affiliate;
a purchaser of the relevant business or assets; or
another party capable of performing Tinkle’s obligations,
subject to Applicable Law.
Where required, Tinkle will give you reasonable notice.
21.3 Entire agreement
The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes previous discussions, proposals and representations relating to that subject matter.
Each party acknowledges that it has not relied on a statement or representation not contained in the Agreement.
Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
21.4 Variation
No Customer-requested amendment to the Agreement is effective unless agreed in writing by an authorised representative of Tinkle.
An Order or SOW may vary these Terms to the extent expressly stated.
21.5 No waiver
A failure or delay by either party to exercise a right does not waive that right.
A waiver relating to one breach does not constitute a waiver of another breach.
21.6 Severability
If any provision of the Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in force.
Where reasonably possible, the affected provision will be interpreted or modified to preserve its intended commercial effect while making it valid and enforceable.
21.7 No partnership or agency
Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
Neither party may bind the other except where expressly authorised.
21.8 Third-party rights
Except where the Agreement expressly states otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of it.
21.9 Compliance with anti-bribery laws
Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
Neither party will offer, give, request or accept a bribe or other improper payment in connection with the Agreement.
21.10 Governing law
The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.
21.11 Jurisdiction
The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
Tinkle Telecom Ltd
Company No. 11117564
Carrwood Park
Selby Road
Swillington Common
Leeds
West Yorkshire
England
LS15 4LG