Smart Numbers Ltd (trading as Digital Five) provides a variety of telecommunication services including virtual telephone numbers, call management, media services, marketing support, broadband, VoIP & office telephone systems & equipment.
These terms and conditions set out the terms for Digital Five providing telephony services to you (Services). The Services can be provided together with other services we provide. If you are interested in hearing about other services we provide, please contact us at hello@digital-five.com.
It is important you read these terms and conditions carefully. Your attention is particularly drawn to: (i) what we expect from you (clause 5 and clause 6); (ii) How to pay us (clause 7); (iii) how long the Contract is for and how to terminate the Contract (clause 11); (iv) what you may be liable for and how we limit our liability to you under the Contract (clause 10).
1. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Terms.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by you for the supply of the Services as set out in the Order.
Commencement Date: the date on which the Services start as set out in the Order Form.
Contract: the contract between Digital Five and the Customer for the supply of Services in accordance with these Terms.
Customer (also referred to as "you” or “your"): the person or business who purchases Services from Digital Five as set out in the Order.
Customer Default: has the meaning set out in clause 6.2.
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation (as defined by section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 together with any other laws applicable to the protection of personal data in force from time to time.
Deliverables: any outputs of the Services and any other documents and materials provided by us to you.
Effective Date: has the meaning given in clause 2.2
Initial Term: 12 months from the Effective Date, or such other period as set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: your order for Services as set out in Digital Five’s proposal or order form.
Service Levels: the service levels for the Services as set out in the Schedule to these Terms.
Services: means the telephony services as provided to you from time to time and set out in the Order.
Smart Number: your cloud hosted channel telephony services supplied by us across IP channels to end points such as IP handsets, Apps or divert to mobiles which can be used for both inbound and outbound calling.
Digital Five (also referred to as "we”, “us” or “our"): the supplier of the Services, Smart Numbers Ltd, registered in England and Wales with company number 05457989 whose registered office address is 1 & 2 The Exchange Beaulieu Road, Dibden Purlieu, Southampton, England, SO45 4PX.
Support Hours: the availability of the Support Services as set out in the Schedule.
Support Services: the support and maintenance services as set out in the Schedule.
Terms: these terms and conditions as amended from time to time in accordance with clause 11.5.
1.1.1 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time; and shall include all subordinate legislation made from time to time.
1.1.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. BASIS OF CONTRACT
2.1 Any proposal given by Digital Five shall not constitute an offer.
2.2 Each Order shall be deemed to be a separate offer by us to provide the Services on these Terms.
2.3 An Order shall be accepted upon your successful completion of the order acceptance process on our website, at which point and on which date the Contract shall come into existence (Effective Date).
2.4 Any descriptive matter or advertising issued by us or that is available on Digital Five's website https://www.digital-five.com/ is published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.6 If there is an inconsistency between any of the provisions in these Terms and the Order, the provisions in the Order shall prevail.
3. WHEN THE SERVICES START
3.1 We shall start to provide the Services on the Commencement Date.
3.2 We shall not be liable for any delay in the start of the Services where we are prevented or delayed from providing the Services where you have not provided us with your instructions.
4. SUPPLY OF SERVICES
4.1 We shall supply the Services to you using reasonable care and skill in all material respects.
4.2 We shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 We reserve the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
4.4 We warrant that:
4.4.1 we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations; and
4.4.2 we will comply with all applicable laws and regulations with respect of our obligations under these Terms.
4.5 We do not warrant that:
4.5.1 your use of the Services will be uninterrupted or error-free; and
4.5.2 the Services will meet your requirements.
4.6 We are 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 you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. TELEPHONY SERVICES
5.1 Where you have purchased a virtual landline or cloud hosted VoIP telephony as part of the Services:
5.1.1 we shall use reasonable endeavours to set up your Smart Number for use within 24 hours of the Commencement Date;
5.1.2 it is your responsibility to ensure that the diversion is set up correctly from your existing telephone number to your Smart Number.
5.2 We shall use our reasonable endeavours to ensure the Services meet the Service Levels.
5.3 We may change the Terms or Service Levels relating to the Services in order to reflect contractual changes imposed on us by our suppliers or any decision, request by or change in the regulatory regime by the relevant regulatory authorities and (where reasonably practicable) we will give at least three days written notice to you before the change takes effect.
5.4 We shall use reasonable endeavours to maintain the Services 24 hours a day, seven days a week.
5.5 We make no warranties or guarantees that the Services:
5.5.1 will not be affected by connectivity issues;
5.5.2 shall include all the technical features that you would expect to receive as part of a traditional telephone line or service;
5.5.3 can be used in the case of emergencies including to make emergency calls as your location information may not always be available. You should ensure you have an alternative number to use for making emergency calls.
5.6 We shall provide Support Services to you for the duration of the Contract during the Support Hours in accordance with the Service Levels. Out-of-hours services can be provided by arrangement and will be charged at our extended cover rates.
5.7 We may temporarily suspend the Services for operational reasons (e.g. repairs, planned maintenance or upgrades). We will use reasonable endeavours to give you notice of any planned suspension(s) to the Services.
5.8 Where you request us to use an existing telephone number you own, you warrant that you have a valid contract in place for the existing telephone number and you have the authority to instruct us to port this telephone number from your existing service provider to us. We provide no guarantee on the timeframe for porting your existing numbers to us. You may be charged an administration fee for porting your existing telephone number to us.
5.9 Any Smart Numbers supplied by us as part of the Services must not be sold or transferred to any person. You may transfer your Smart Number to another service provider. If you transfer your Smart Number to another service provider, we shall have the right to terminate the Contract in accordance with clause 11.3.2.
5.10 You must not use the Services:
5.10.1 in any way that does not comply with the terms of any legislation or any codes of practice, regulations or any licence or authorisation appliable to us or that is in any way unlawful or fraudulent or to the knowledge of us or you have any unlawful or fraudulent purpose or effect;
5.10.2 in connection with carrying out of fraud or a criminal offence against any other public electronic communications operator;
5.10.3 in any way in our reasonable opinion could materially affect the quality of any electronic communications service or other service provided by us or any third party;
5.10.4 in any way that constitutes a situation whereby you fraudulently boost call traffic to generate additional revenue;
5.10.5 to make unwanted calls that cause annoyance, inconvenience or anxiety to the receiver of the call, or is a hoax call, or is of an offensive, spiteful, abusive, indecent, defamatory, obscene or menacing nature, and/or calls which cause the called person to experience silence when the call is answered in circumstances where the called person has no means of establishing whether there is a person at the other end of the line, and/or calls which are not compliant with OFCOM’s statement of policy on persistent misuse published in accordance with section 131 of the Communications Act 2003 as amended from time to time;
5.10.6 to make unsolicited marketing messages not permitted under the terms of the Data Protection Legislation;
5.10.7 to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights of others;
5.10.8 to obtain access, through whatever means, to notified restricted areas of the underlying network;
5.10.9 to send and receive data or call traffic in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Services provided by us or our suppliers, or to adversely affect our other customers or suppliers;
5.10.10 to engage in conduct which amounts to improper or persistent misuse of a public electronic communications network or service within the meaning of sections 127-128 of the Communications Act 2003;
5.10.11 in any way (in our reasonable opinion) that brings the name of us or our suppliers into disrepute, or places us in breach of the Communications Act 2003;
5.10.12 to purport to your customers to be associated with any of our service providers related to the Services we provide in an attempt to gain trust with your customers.
5.11 If you purchase Equipment from us, the following terms apply:
5.11.1 the quantity and description of the Equipment shall be set out in the Order;
5.11.2 all samples, drawings, descriptive matter, specifications and advertising issued by us, and any descriptions or illustrations contained in any brochure or on our website are issued or published for illustrative purposes only and they do not form part of the Contract;
5.11.3 we shall deliver the Equipment to the delivery location set out in the Order. Any dates quoted for delivery are approximate only;
5.11.4 title of the Equipment shall pass to you on the later of: delivery of the Equipment to the delivery location set out in the Order, or when we have received in full in cleared funds all sums due in respect of the Equipment. Risk shall pass on delivery of the Equipment to you;
5.11.5 the Equipment is sold "as new". We make no representation and give no warranty as to the quality, condition, state or description of the Equipment, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to the Equipment are excluded to the fullest extent permitted by law;
5.11.6 to the extent that we are able, we shall pass the benefit of any warranties made by the manufacturer of the Equipment onto you.
6. YOUR OBLIGATIONS
6.1 You shall:
6.1.1 ensure that the terms of the Order and any information that is provided to us is complete and accurate;
6.1.2 co-operate with us in all matters relating to the Services;
6.1.3 comply with our reasonable instructions in relation to the intended use of the Services;
6.1.4 use the Services for your own business purposes only;
6.1.5 not use the Services for any improper or unlawful purpose;
6.1.6 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate;
6.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for the use of the Services before the date on which the Services are to start;
6.1.8 comply with all applicable laws, codes and regulations which apply from time to time to your use of the Services.
6.2 If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Customer Default):
6.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays the performance of any of our obligations;
6.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 6.2; and
6.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
7. CHARGES AND PAYMENT
7.1 We may increase the Charges to reflect any increase in the cost of the provision of the Services that is due to any delay caused by your instructions or failure to give us adequate or accurate information or instructions.
7.2 We may increase the Charges at the end of the Initial Term and annually thereafter not providing you with less than 60 days' prior written notice to you.
7.3 Unless otherwise stated in the Order, we shall invoice you for the Charges in advance on the fifth day of each calendar month. We shall invoice you pro-rata for the first month on the Commencement Date.
7.4 You shall pay each invoice submitted by us:
7.4.1 in pound sterling or other currency as set out in the Order;
7.4.2 within 14 days of the date of the invoice or as otherwise set out in the Order; and
7.4.3 in full and in cleared funds to a bank account nominated in writing by us.
7.5 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.6 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 11:
7.6.1 we may suspend performance of the Services or and any other services you receive from us and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
7.6.2 we may charge you interest on the overdue amount. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You acknowledge and agree that we or our licensors own all Intellectual Property Rights in the Services. Except as expressly stated in the Contract, the Contract does not grant you any rights to, under, or in the Services.
8.2 The Intellectual Property Rights in any material supplied by you to us to enable us to provide the Services shall be owned by you. You grant us a non-exclusive licence to use the material concerned solely for the purpose of providing the Services.
8.3 The Intellectual Property Rights in any pre-existing material or generic material used or created by us in providing the Services will (except to the extent it falls within clause 8.2) be owned by us.
9. DATA PROTECTION
We shall use any personal data you provide to us in accordance with our Privacy Notice: https://www.digital-five.com/terms/privacy-policy/.
10. LIMITATION OF LIABILITY
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in this clause 10 shall limit any liability under clause 7.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
10.3.1 death or personal injury caused by negligence;
10.3.2 fraud or fraudulent misrepresentation; and
10.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4 Subject to clause 10.3, our total aggregate liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of all claims arising under this Contract will be limited to 100% of the Charges payable by you under the Contract in the Contract Year in which the claim(s) arose.
10.5 Subject to clause 10.2 and clause 10.3 we shall have no liability for:
10.5.1 loss of profits;
10.5.2 loss of sales or business;
10.5.3 loss of agreements or contracts;
10.5.4 loss of anticipated savings;
10.5.5 loss of use or corruption of software, data or information.
10.5.6 loss of or damage to goodwill; and
10.5.7 indirect or consequential loss.
10.6 We have given commitments as to compliance of the Services in clause 4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.7 This clause 10 shall survive termination of the Contract.
11. SUSPENSION OF SERVICES AND TERMINATION OF CONTRACT
11.1 The Contract shall continue for the Initial Term and, thereafter, shall continue until terminated by either party on 30 days’ written notice or else terminated in accordance with this clause. If you attempt to terminate the Contract prior to the end of the Initial Term, such termination shall take effect at the end of the Initial Term and you will remain liable for the Charges for the balance of the Initial Term.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.5 we reasonably believe that you are about to become subject to any of the events listed in clause 11.2.2, 11.2.3 or clause 11.2.4.
11.3 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving you written notice:
11.3.1 if you fail to pay any amount due under the Contract on the due date for payment;
11.3.2 if we receive a request from another provider to port your Smart Number to them.
11.4 Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between you and us if:
11.4.1 you fail to pay any amount due under the Contract on the due date for payment;
11.4.2 you commit a Customer Default.
12. CONSEQUENCES OF TERMINATION
12.1 This clause 12 shall apply on termination of this contract or termination of one or more Services. References to the Services shall where applicable be read as a reference to the relevant Services.
12.2 On termination of the Contract:
12.2.1 you must notify us within one month of termination if you wish to have your Smart Number transferred to a replacement service provider;
12.2.2 all rights and licences granted to you shall terminate;
12.2.3 you shall immediately pay to us all our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
12.2.4 you shall return all of our materials and any Deliverables which have not been fully paid for. If you fail to do so, then we may take such steps as is necessary to take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
12.2.5 we shall provide all such assistance as is requested by you to transfer the Services to another provider, subject to payment of our reasonable expenses incurred in providing such assistance.
12.3 If we terminate the Contract pursuant to clauses 11.2, or 11.3 prior to the end of the Initial Term, you will be liable for the remainder of the Charges payable during the Initial Term. If we terminate the Contract after the Initial Term, you shall be liable for the Charges up to the date your Contract is terminated. If you have paid the Charges in advance, you shall not be entitled to a refund of those Charges paid.
12.4 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. GENERAL
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Assignment and other dealings.
13.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
13.3 Confidentiality.
13.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of six months after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
13.3.2 Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
13.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.8 Notices.
13.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and sent by email to the address specified in the Order.
13.8.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.8.2, business hours means 9.00am to 5.00pm on a Business Day.
13.8.3 This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
SCHEDULE
Support Services
The Support Services shall include:
(i) a telephone and e-mail help-line support facility during the Support Hours to identify and resolve most support issues relating to the Services;
(ii) telephone advice and assistance during the Support Hours on user procedures and on ideas and methods intended to assist you in obtaining the best possible use from the Services;
The Support Services shall not include the diagnosis and rectification of any fault resulting from:
(i) the improper or unauthorised use, operation or neglect of the Services or Equipment;
(ii) any maintenance, alteration, modification or adjustment performed by any other person but us unless approved by us in writing;
(iii) use of the Services in breach of any of the provisions of the Terms;
(iv) a failure of communications networks and facilities, including the internet.
Support Hours
Our support hours are 9.00 am to 5.00 pm GMT Monday – Friday.
Response times
Standard Maintenance (including reporting all faults) 48 hours of receipt of fault report being logged.
Critical Maintenance (any operational failure of the Services in all material respects) Response within 5 hours of receipt of a fault report.
Rectify fault within 22 hours of receipt of a fault report.
Service Levels
We will use reasonable endeavours to ensure that the Services are available for use 24 hours a day every day of the year. Please note that issues such as internet unavailability or other matters outside of our control may mean that the Services are unavailable during certain times.