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Terms and Conditions

Version 3.1

Terms and Conditions
Version 3.1

Periodically, changes in these terms maybe required to comply with regulatory or business requirements and notifications may be sent to you via email, depending upon the nature of the change. Continued use of Elite Cloud Solutions products and services both before and after such changes, signifies irrevocable acceptance of the Terms of Use. Elite Cloud Solutions reserves the right to change, modify, suspend or discontinue any portion of the Service at any time. Elite Cloud Solutions may impose limits on certain features or restrict your access to parts or the entire Service without notice or liability.

Unless expressly stated by Elite Cloud Solutions in writing all quotations are made and Order Forms accepted on the following terms and conditions.



      • 1.1 In this Agreement the following terms will have the following meanings:

        • 1.1.1 “Agreement” means the agreement between Elite Cloud Solutions and the Customer on the terms set out in the    Order Form and in these Terms and Conditions;

        • 1.1.2 “Broadband” means an asymmetric or symmetric digital subscriber line (ADSL or SDSL

        • 1.1.3 “Contract Period” means the contract period stated in the Order Form

        • 1.1.4 “Customer Equipment” means any telecommunications apparatus or system owned, controlled or housed by the Customer, excluding Service Equipment

        • 1.1.5 “Customer” means the person or entity whose details are set out in the Order Form;

        • 1.1.6 “Customer’s Premises” means the Customer’s premises the address of which is set out in the Order Form;

        • 1.1.7 “Order Form” means a request for Service signed by the Customer and delivered to Elite Cloud Solutions;

        • 1.1.8 “Service Equipment” means equipment (including but not limited to any data collection and call routing devices, routers, switches, handsets and other telecommunications equipment) which Elite Cloud Solutions may from time to time deliver to and / or install at the Customer’s Premises for the purposes of providing the Service, as specified in the Order Form or any Service Equipment addendum thereto;

        • 1.1.9 “Service” means any products or services requested by the Customer from Elite Cloud Solutions as specified in the Order Form (including supply, delivery and installation of Service Equipment, training and Broadband connectivity);

        • 1.1.10 “Software” means the VoIP application software used by Elite Cloud Solutions;

        • 1.1.11 “Elite Cloud Solutions” means Elite Cloud Solutions Limited (Company Registration Number 7410483) whose principal place of business is at Christopher House, 675 Princes Road, Dartford, Kent, DA2 6EF.

      • 1.2 In this Agreement:

        • 1.2.1. Clause headings are for ease of reference and do not affect interpretation;

        • 1.2.2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders; and

        • 1.2.3. References to clauses are to the clauses of this Agreement.

    2. ORDERS

      • 2.1 The Service is available to individuals who are eighteen (18) years of age or older as well as corporations and other organisations who can for legally binding contracts under applicable law

      • 2.2 The Customer may from time to time submit Order Forms to Elite Cloud Solutions. Order Forms will be in such form as is notified to the Customer by Elite Cloud Solutions from time to time. Elite Cloud Solutions may in its sole discretion accept or decline any order placed by the Customer.

      • 2.3 Each Order Form will be binding on Elite Cloud Solutions only if and when a duly authorised signatory on behalf of Elite Cloud Solutions signs a copy of the Order Form or on the date that Elite Cloud Solutions commences provision of the Service requested in the Order Form, whichever is the earlier. Prior to acceptance the Customer agrees that Elite Cloud Solutions may carry out such credit checks as it deems necessary as set out in clause 10.4.

      • 2.4 Each Order Form shall be deemed to incorporate these Terms and Conditions, which shall prevail over any other terms submitted, proposed or stipulated whether in writing or orally by the Customer. No addition, alteration or substitution of these Terms and Conditions will bind Elite Cloud Solutions or form part of this Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of Elite Cloud Solutions. In the event of any conflict between anything in an Order Form and any provision of these Terms and Conditions, the provision of these Terms and Conditions shall prevail.

      • 2.5 Each party warrants to the other that it has the necessary rights, licences and permissions to enter into and perform its obligations under this Agreement.


      1. 3.1 Elite Cloud Solutions shall provide the Service to the Customer and the Customer shall use the Service on the terms set out in this Agreement.

      2. 3.2 Elite Cloud Solutions shall provide the Service with the reasonable skill and care of a competent telecommunications provider.

      3. 3.3 Elite Cloud Solutions shall use reasonable endeavours to ensure that the Service is available for use at all times by the Customer but the Customer acknowledges that, owing to the nature of IP and telecommunications networks, it is impossible to provide an uninterrupted or error-free Service. Elite Cloud Solutions will not accept any responsibility or liability to the Customer or any third party in the event of a failure in the IP or telecommunications network.

      4. 3.4 Elite Cloud Solutions shall respond to any reported fault with the Service as soon as reasonably practicable during Elite Cloud Solutions’ normal working hours and will use all reasonable endeavours to correct any fault within Elite Cloud Solutions’ control.

      5. 3.5 Elite Cloud Solutions will use all reasonable endeavours to ensure the security of the Service but the Customer should be aware that there is always a risk of security being breached for reasons beyond the control of Elite Cloud Solutions, where for instance the Service is provided through a third party network.


      1. 4.1 Elite Cloud Solutions grants the Customer a non-exclusive, non-transferable licence to use the Software for the term of this Agreement solely in connection with the use of the Service.

      2. 4.2 All intellectual property rights in the Software and the Service and any associated documentation made available to the Customer under this Agreement shall remain the property of Elite Cloud Solutions or its licensors.


      1. 5.1 In order to use the Service, it is the Customer’s responsibility to procure at its cost a Broadband connection, either through Elite Cloud Solutions or through a supplier approved by Elite Cloud Solutions.

      2. 5.2 Where Broadband is supplied by a third party, then Elite Cloud Solutions does not assume any liability or responsibility for the third party Broadband service.

      3. 5.3 The Customer acknowledges that call quality depends on both the specification and availability of the Broadband service to which the Customer is connected and also on the IP or telecommunications network to which the person being called is connected.


      1. 6.1 Elite Cloud Solutions or its appointed agent will deliver and install the Service Equipment at the Customer’s Premises. Elite Cloud Solutions will use all reasonable endeavours to deliver and install the Service Equipment by such date as it may have advised to the Customer. However, any delivery date given is an estimate only and Elite Cloud Solutions accepts no liability for any delay in delivery however caused.

      2. 6.2 Risk in the Service Equipment shall pass to the Customer on delivery to the Customer’s Premises. The Customer will be liable for any loss or damage to the Service Equipment except where caused by Elite Cloud Solutions or anyone acting on Elite Cloud Solutions’ behalf.

      3. 6.3 Where the Customer is purchasing the Service Equipment from Elite Cloud Solutions the Service Equipment will at all times remain the property of Elite Cloud Solutions until such time as the Customer has paid Elite Cloud Solutions for the Service Equipment in full.

      4. 6.4 Where the Service Equipment is supplied to the Customer by a third party on a hire or hire purchase basis, then the Customer shall enter into, and observe and comply with the terms of, a separate hire or hire purchase agreement with that third party.

      5. 6.5 Unless or until title to the Service Equipment passes to the Customer, the Customer shall not:

      6. 6.6 add to, modify or in any way interfere with the Service Equipment, nor allow anyone other than Elite Cloud Solutions or someone authorised by Elite Cloud Solutions to do so;

      7. 6.7 move the Service Equipment from the Customer’s Premises without the prior written consent of Elite Cloud Solutions.


      1. 7.1 Where access to the Service is facilitated through BT number porting, the Customer authorises Elite Cloud Solutions to have the numbers from the BT lines listed in the Order Form routed by Elite Cloud Solutions instead of BT and to forward appropriate details of the Customer’s porting application for the Service to Elite Cloud Solutions. The Customer will receive advance notification of the change of service from BT to Elite Cloud Solutions. Elite Cloud Solutions ability to provide the Service is subject to BT porting the numbers.

      2. 7.2 In the case of analogue lines being utilised for facsimile machines, the standard service is not compatible, and an alternative e-fax service will be offered for numbers that are required to be ported to Elite Cloud Solutions. This may result in loss of Service for a period of up to 15 days.

      3. 7.3 Where the Customer is provided with a telephone number (including a code) as part of the Service, then that code and number belongs to Elite Cloud Solutions and the Customer will have no right to keep that number nor to sell, dispose or transfer that number at any time. Elite Cloud Solutions will use its reasonable efforts to ensure that the Customer is able to keep the number during the period of this Agreement but Elite Cloud Solutions reserves the right to change the telephone number on reasonable notice at its sole discretion.

      4. 7.4 The Customer shall pay to Elite Cloud Solutions an administration fee of £10 plus VAT per number ported.


      1. 8.1 The Customer acknowledges the Service includes “Inclusive Calling Plans” that have been designed as a fixed price alternative telephone service, enabling the Customer to benefit from Elite Cloud Solutions’ low cost networking operational model. As a result Elite Cloud Solutions reserves the right if it deems the customer’s usage during a single month not to be within normal business use, to suspend, restrict, change or cancel the service at Elite Cloud Solutions’.

      2. 8.2 The Customer acknowledges the Service has been designed assuming average usage levels consistent with data as identified through established telecoms industry levels. In order to protect the average utilisation levels, Elite Cloud Solutions has set upper limits which may be subject to change. The upper limits for Single Line UK Unlimited and Single Line UK Unlimited & International unlimited is 2,500 in any month.

      3. 8.3 The Customer acknowledges the Service provided by Elite Cloud Solutions is not a Publicly Available Telephone (PAT) and is thus subject to different regulatory treatment which may limit or otherwise affect the Customer’s rights of redress before regulatory agencies such as OFCOM in the UK. Service offerings and limitations can be found within the Service descriptions at

      4. 8.4 The Customer will ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for connection to the telecommunications network. The Customer will not do anything that may damage or affect the operation of the telecommunications network.

      5. 8.5 The Customer will ensure that the Service is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or so as to constitute a violation or infringement of the rights of Elite Cloud Solutions or any third party. The Customer undertakes to comply with all applicable laws and regulations and all reasonable instructions of Elite Cloud Solutions in relation to its use of the Service and the Service Equipment.

      6. 8.6 If the Service is to be used to carry alarm signals, then Elite Cloud Solutions will not accept responsibility for lack of Service or failure to deliver an alarm signal due to a) the network going down; b) suspension of the Customer’s account or c) reasons outside Elite Cloud Solutions’ reasonable control including but not limited to any technical failure of the network; because the network is being tested, modified or maintained or if access to the network is denied.

      7. 8.7 Elite Cloud Solutions will have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the customer’s negligence or default or by the Customer Equipment or where the fault does not lie with Elite Cloud Solutions or any Service Equipment.

      8. 8.8 The Customer shall not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or otherwise.

      9. 8.9 The Service cannot be used for fax broadcasting, fax blasting or bulk faxing to send fax messages to multiple recipients at one time.

      10. The Service cannot be used for auto dialling or predictive dialling, or the systematic dialling of telephone numbers for telemarketing or any other purpose.

      11. 8.10 The Service cannot be used in any way to generate, distribute, or otherwise for SPIT (spam over internet technology) or VAM (Voice/ VoIP spam).

      12. 8.11 The subscription fees on the Elite Cloud Solutions VoIP services are set to reflect a typical business call profile of inbound and outbound call minutes. Elite Cloud Solutions reserves the right to amend the monthly subscription for the Service or charge 1p per minute for inbound call should the percentage of inbound and outbound calls minutes exceed 75% for any 2 months in each 6 month period from the installation of the Service.


      1. 9.1 The Customer shall pay to Elite Cloud Solutions the charges in respect of the Service as specified in the Order Form.

      2. 9.2 In addition, the Customer shall pay to Elite Cloud Solutions all charges relating to calls made through the Service as are set out in Elite Cloud Solutions’ tariff as in force from time to time (a copy of which is available on request).

      3. 9.3 All charges are exclusive of VAT which shall be additionally payable by the Customer.

      4. 9.4 Elite Cloud Solutions will invoice the Customer monthly for charges under this Agreement plus VAT. Payment is due within 14 working days of the invoice date.

      5. 9.5 The Customer shall pay all charges in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by Elite Cloud Solutions. If a cheque delivered by the Customer is dishonoured or a direct debit or standing order fails, Elite Cloud Solutions may charge the Customer all costs incurred by Elite Cloud Solutions as a result.

      6. 9.6 The time of payment of all sums due to Elite Cloud Solutions under this Agreement will be of the essence. If Elite Cloud Solutions does not receive payment in full upon the due date, Elite Cloud Solutions will be entitled to levy a late penalty charge at a rate of 3% per annum above the base rate for the time being of the Bank of England on any unpaid overdue balance (calculated on a daily basis and to accrue before as well as after any judgment).

      7. 9.7 All call charges payable under this Agreement will be calculated by reference to data recorded or logged by Elite Cloud Solutions and not by reference to data recorded or logged by the Customer.

      8. 9.8 Subsequent to carrying out a credit check pursuant to clause 10.4 Elite Cloud Solutions may require a cash deposit or a bank guarantee to cover charges which Elite Cloud Solutions might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by Elite Cloud Solutions in respect of provision of the Service.


      1. 10.1 The Customer undertakes promptly to provide Elite Cloud Solutions free of charge, with all information and cooperation as it may reasonably require to enable it to perform its obligations under this Agreement and provide the Service.

      2. 10.2 The provision of the Service may involve Elite Cloud Solutions in the processing of personal data (as defined in the Data Protection Act 1998) that are under the Customer’s control. In respect of such personal data, Elite Cloud Solutions warrants to and undertakes with the Customer that it shall:

        1. 10.2.1 take appropriate technical and organisational measures against unlawful and unauthorised processing of the personal data and against accidental loss, destruction of and damage to the personal data;

        2. 10.2.2 take reasonable steps to ensure the reliability of all its personnel (whether employees or contractors) that may have access to the personal data and to ensure that they are adequately trained in the good handling of personal data;

        3. 10.2.3 act only in accordance with the Customer’s instructions in relation to the personal data and will not use the personal data for any purpose other than to provide the Service under this Agreement or as may be required by law.

      3. 10.3 Elite Cloud Solutions shall keep in confidence all confidential information concerning the Customer’s business which Elite Cloud Solutions may obtain in the course of provision of the Service and shall not use or disclose any such information other than as may be required by law or as necessary in connection with the provision of the Services.

      4. 10.4 Elite Cloud Solutions reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference agencies. Elite Cloud Solutions and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.


      1. 11.2 By purchasing Elite Cloud Solutions’ Telephony Services (VoIP), the Customer confirms knowledge that the Service may not offer all of the features you may expect from a conventional phone line.

      2. 11.3 Save for the warranties and conditions expressly set out in these Terms and Conditions, Elite Cloud Solutions gives no warranty or condition regarding the Service and specifically Elite Cloud Solutions:

        1. 11.3.1 expressly disclaims all conditions and warranties of any kind, whether express or implied, including but not limited to the implied conditions and warranties of satisfactory quality, fitness for a particular purpose, reasonable care and skill and non-infringement;

        2. 11.3.2 gives no condition or warranty that the Service will meet the Customer’s requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Service will be corrected.

      3. 11.4 The Customer acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, condition, warranty or understanding (whether negligently made or not) other than as expressly set out in this Agreement.


    1. 12.2 Nothing in this Agreement will exclude or restrict Elite Cloud Solutions’ liability for (i) death or personal injury resulting from the negligence of Elite Cloud Solutions or its employees or agents, (ii) fraudulent misrepresentation or (ii) any other liability that cannot by law be limited or excluded.

    2. 12.3 Elite Cloud Solutions shall not in any event be liable to the Customer (whether in contract, tort or otherwise, including any liability in negligence) for any:

      1. 12.3.1 loss of revenue, business, anticipated savings or profits, or damage to trading relationships; or

      2. 12.3.2 indirect, special or consequential loss or damage whatsoever or howsoever incurred by the Customer in connection with this Agreement.

    3. 12.4 In the event of any failure in the Service, Elite Cloud Solutions will not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service provider.

    4. 12.5 Elite Cloud Solutions will not provide a backup of the Customer’s Data or guarantee the integrity of the Customer’s Data, however, Elite Cloud Solutions will use reasonable endeavours to provide copies of Data for disaster recovery purposes.

    5. 12.6 Elite Cloud Solutions’ obligations and responsibilities under this Agreement are solely to the Customer and not to any third party and the Customer will keep harmless and will indemnify Elite Cloud Solutions, its officers, employees and agents against any liabilities or costs arising from any and all claims by any third party in connection with the use of the Service or any defect in or failure of the Service.


    1. 13.1 Elite Cloud Solutions may at its sole discretion suspend with immediate effect the provision of the Service until further notice without liability or compensation to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:

      1. 13.1.1 the Customer is in breach of any term of this Agreement;

      2. 13.1.2 the Customer prevents or delays any prearranged maintenance from being carried out;

      3. 13.1.3 the Customer is suspected, in Elite Cloud Solutions’ reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service;

      4. 13.1.4 Elite Cloud Solutions is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority.

    2. 13.2 If Elite Cloud Solutions suspends the Service under this Agreement then Customer will reimburse any costs and expenses reasonably incurred as a result of such suspension and/or the Services being reinstated.

    3. 13.3 If Elite Cloud Solutions chooses to suspend the Service this will not prevent Elite Cloud Solutions from also taking other action to terminate the Agreement under clause 13.4 Elite Cloud Solutions, may on occasion, have to suspend Service for repair, maintenance or improvement. If so, Elite Cloud Solutions will restore them as quickly as is reasonably possible and will not be liable for any charges incurred by the Customer.


    1. 14.1 This Agreement shall come into force on the date that a duly authorised signatory on behalf of Elite Cloud Solutions signs a copy of the Order Form or on the date that Elite Cloud Solutions commences provision of the Service whichever is the earlier.

    2. 14.2 This Agreement will remain in effect for the contract duration continuing automatically for consecutive 12 month periods unless and until terminated in accordance with this clause.

      1. 14.2.1 Single line accounts are provided on a Pay As You Go (PAYG) basis without a contracted period

      2. 14.2.2 Multiline Business Accounts are subject to initial contract period of either 12,24, or 36 months, and shall continue thereafter on a rolling basis

      3. 14.2.3 Broadband Services are provided subject to an initial contract period of 12 months and shall continue thereafter on a rolling basis.

      4. 14.2.4 BT Telephone lines are provided subject to an initial contract period of 12 months, and shall continue thereafter on a rolling basis

    3. 14.3 Either party may terminate this Agreement on not less than 30 days’ prior written notice in writing to expire at the end of (i) the Contract Period or (ii) any subsequent 12-month period.

    4. 14.4 Without prejudice to their other rights under this Agreement, Elite Cloud Solutions and the Customer may terminate this Agreement with immediate effect if the other party:

      1. 14.4.1 commits a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been requested to do so by the non-defaulting party; or

      2. 14.4.2 gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.

    5. 14.5 Without prejudice to its other rights, Elite Cloud Solutions may terminate this Agreement by notice in writing to the Customer having immediate effect if the Customer fails to make any payment to Elite Cloud Solutions when it becomes due and remains in default seven days after being notified in writing to make such payment.

    6. 14.6 On termination of this Agreement (however occurring):

      1. 14.6.1 Elite Cloud Solutions shall cease providing, and the Customer shall cease to be entitled to use, the Service;

      2. 14.6.2 the Licence granted under clause 4.1 will terminate with immediate effect;

      3. 14.6.3 the Customer will allow Elite Cloud Solutions prompt access to the Customer’s Premises to remove any Service Equipment;

      4. 14.6.4 where this Agreement is terminated before the end of the Contract Period other than for breach by Elite Cloud Solutions, the Customer will be responsible for the cost of de-installation and collection of the Service Equipment by Elite Cloud Solutions and will pay Elite Cloud Solutions £200 for the de-installation of each item forming part of the Service Equipment; and

      5. 14.6.5 any consequential reprogramming of the Customer Equipment will be the Customer’s responsibility and at the Customer’s cost.

    7. 14.7 The provisions of clause 10, 11 and 12 will continue to apply notwithstanding the termination of this Agreement.


    1. 15.1 Notwithstanding anything in this Agreement, if total or partial performance of any of its obligations under this Agreement is delayed or rendered impossible for Elite Cloud Solutions by virtue of any reason whatsoever beyond its reasonable control (including but not limited to acts of God, epidemic, acts of terrorism, riot, explosions, strikes or other labour unrest, unavailability of equipment, power or other commodity, failure or non-availability of Internet or telecommunications facilities, or default of any third party) then such non-performance or delay will not be deemed to constitute a breach by Elite Cloud Solutions of this Agreement and Elite Cloud Solutions shall not be liable for any loss or damage which the Customer may suffer as a result.


    1. 16.1 The Customer may not assign or transfer this Agreement or any of its rights under it without Elite Cloud Solutions’ prior written consent. Elite Cloud Solutions may assign the benefit of any or all of its rights under this Agreement by giving notice in writing to the Customer.

    2. 16.2 Notices under this Agreement must be given in writing and sent either by hand, by first class post, or by facsimile transmission provided that there is a transmission sheet showing that the transmission was properly transmitted to the correct number. Notices must be sent to the address or fax number specified in the Order or such other address as may be notified to the other party from time to time. Post will be deemed to have arrived 2 business days from date of posting. Notices sent by other means will be received immediately.

    3. 16.3 If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions will continue to apply to the fullest extent permitted by law.

    4. 16.4 Failure by either party to exercise or enforce any right under this Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on a later occasion.

    5. 16.5 This Agreement and any documents referred to in it, including, but not limited to, the Elite Cloud Solutions tariff together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or oral.

    6. 16.6 The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone else.

    7. 16.7 The Service is controlled and operated by Elite Cloud Solutions. Elite Cloud Solutions makes no representation that materials in the Service are appropriate or available for use in the Customer’s location.  Customers who choose to access Elite Cloud Solutions’ Service from any location do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable

    8. 16.8 English law will govern this Agreement and the parties agree to submit any disputes to the exclusive jurisdiction of the English courts.


    1. 17.1 Elite Cloud Solutions have a personal approach and ensure our customer receive the best possible service. However if you are not satisfied with the service, please log a complaint by either calling 0207 148 7860 or

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