Terms & Conditions
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Warevio T&Cs
1. Interpretation
1.1 Act: means the Telecommunications Act 1984.
Business Days: a day other than a Saturday, Sunday or public holiday in England when banks in London are open.
Call Tariffs: the rates of the calls are available upon written request or as detailed on the Order.
Connection Date: the date the Service is connected to enable billing to commence.
Contract: means the contract for the provision of the Service incorporating these Terms. Customer: means the person named in the Proposal Form for whom the Supplier has agreed to provide the Service in accordance with these Terms.
Equipment: means the equipment detailed in the Order Form and which has either been purchased by the Customer or leased by the Customer from the Supplier.
Excess Usage: where the usage Limit exceeds what is stated on the Order form.
Force Majeure Event: has the meaning given to it in clause 14.1
Group: in relation to the Supplier, means Warevio Technology Group Limited, and any company of which Warevio Technology Group is a Subsidiary and any other Subsidiaries of any such holding company.
Input Material: means any documents and other materials and all necessary data and other information
provided by the Customer relating to the Service.
Minimum Term: means the minimum contract period applying to each of the Services as specified in the Network Services Agreement.
Network Service Agreement: means the Network Service Agreement overleaf.
Provisioning Work: the placing of the necessary orders to transfer the Service to the Supplier from the Customer’s existing service provider.
Service: the telecommunications service detailed in the Network Service Agreement to be provided to the Customer’s telephone lines and or SIP services by the Supplier to route or carry network traffic calls and data traffic.
Subsidiary: in relation to a company wherever incorporated (a holding company) means a “subsidiary” as defined
in section 1159 of the Companies Act 2006 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such a holding company.
Supplier: the Warevio entity shown on the Network Services Agreement being a company registered in England and Wales with company number 12622167 and whose registered office is at AG House, AG Business Estate, Lowman Way, Hilton, Derby, DE65 5UA.
Supplier’s Website: www.warevio.co.uk. 15.1.1
Terms: means these terms and conditions.
Any reference to any legislative provision is a reference to that provision as amended, re- enacted or extended at the relevant time. 15.1.2 Headings are for convenience only and do not affect interpretation.
Warevio: Refers to Warevio Technology Group Limited (12622167)
2. Basis of contract
2.1 An offer is constituted by the sending of the order form by Warevio and can be withdrawn by Warevio at any point.
2.2 The order form is an offer by Warevio to provide the customer with services and/ or equipment in accordance with the details specified on the order forms.
2.3 Prior to the connection date, if the customer decided that they do not wish to continue with the service, they must notify the provider by putting the decision to not continue with the service it in writing. The supply is entitled to charge the customer an administrative fee for the provisioning of work already undertaken. If the customer decided to terminate the contract, then they must adhere to the terms of the contract.
2.4 In the instance that there is any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier, it shall be subject to correction without any liability on the part of the Supplier.
3. Supply of service
3.1 Warevio shall supply the Services to the Customer in accordance with the Contract as stated on the order forms.
3.2 Upon completion of the order form, the supplier will begin provisioning the service.
3.3 The Service will commence on the Connection Date and shall continue unless terminated earlier in accordance with condition 14, for the Minimum Term. The term of the Contract shall automatically extend for 12 months, unless the party gives written notice to Warevio no later than 90 days before the minimum term.
3.4 Warevio will endeavour to provide all services stated in the order form within a reasonable time frame. Warevio shall also have the right to make changes to any Services which are required to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the relevant Services. The supplier may also make changes to the service if it enhances the performance of the service. Both parties will inform each other of any changes.
3.5 The service/ services provided by Warevio will be carried out to the knowledge of Warevio with reasonable care, skillset.
3.6 The Service will provided by the supplier to the Customer subject to these Terms. It is a condition of Service provision that the Customer has a broadband connection with the Supplier (or otherwise approved by the Supplier) and enters into a support agreement with the Supplier in respect of Equipment and any software provided by the Supplier. The Supplier shall have no liability to the Customer if the Customer fails to comply with such conditions
4. Equipment
4.1 The order form describes the equipment included in the contract.
4.2 The customers acknowledges that the equipment is either on hire from a 3rd party or Warevio Technology Group, depending on the terms set out in the order. Title of the equipment will not be passed on to the customer unless stated in the order form or agreed as a separate purchase to the order form. Unless specified, title of the equipment will remain with Warevio technology group or with a third party.
4.3 The customer acknowledges that the supplier has the right to make changes to the equipment specified after point of sale to ensure the optimal solution possible is provided. No additional cost will apply to the customer in light of such changes.
4.4 All equipment will be delivered to the address stated in the order unless both parties have written agreement otherwise. The equipment will be deemed as delivered once it has arrived at the location agreed on the order form.
4.5 The title and risk in the equipment shall pass to the customer on completion of delivery.
4.6 Until return of the equipment to Warevio from the customer, the customer will maintain the equipment in satisfactory condition, in good working order and keep them insured against all risk for their full value on Warevio’s behalf from the date of delivery. Any modifications or changes to the equipment must be communicated to Warevio in writing by the customer and returned back to its original delivered state, before being returned back to Warevio.
4.7 Warevio will not be liable for any delay in delivery of the equipment. Any dates and time frames cited for delivery are approximates and the provider will not be liable for any re-delivery or additional charges if these time frames are not met.
4.8 If Warevio fail to deliver the equipment, its liability shall be limited to the costs and expenses incurred by the customer in obtaining similar equipment and specification, up to the same monetary value. Warevio will not be liable for any cost incurred for the failure of this equipment.
4.9 Warevio Technology Group warrants that on delivery of all goods and equipment, it shall conform in all material respects within the description.
4.10 Warevio is not the manufacturer of the equipment but will endeavour to transfer to the customer the benefit of any warranty or guarantee associated with the equipment.
4.11 Warevio Technology Group may enter any premises of the customer or a third party where the equipment is stored at any time to recover them, providing they have been given permission from the customer. Where the equipment is hired from a third party, the customer must comply with the terms set out in that third party rental agreement.
4.12 For the avoidance of any doubt, any equipment not returned to Warevio Technology Group Limited, or returned damaged, will be charged to the customer at it’s the current replacement cost.
5. Liabilities and Warranties
5.1 nothing in these conditions shall limit or exclude Warevio Technology Group’s liability for; death or personal injury caused by negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation.
5.2 Under no circumstances whatever will Warevio be liable to the customer, whether in contract, tort (negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract.
5.3 Warevio cannot guarantee and does not warrant that the service will be free of interruptions, or will be fault free and will not be held liable for any loss or damages if the service is interrupted or loses quality at any point during the service.
5.4 If the customer uses the service to make emergency calls, the location information received by the emergency services will be limited to the installation address of the site, which may not be the location form where the call originated, and as such the customer may require to provide information about the customers location to the emergency services to allow them to respond; emergency calls made using the service may fail If there is a power or connection failure. In the event of a power failure, it is the customers responsibility to ensure that they have the means to make emergency calls.
5.5 Under any circumstances the supplier will not be held liable for the cost associated with any fraudulent calls made via the service. The customer will ensure that they take all reasonable steps to prevent such activity from occurring.
6. Maintenance
6.1 The Maintenance Service shall: (unless otherwise agreed in writing), apply only in respect of the Equipment and Services expressly stated in the Order to be subject to the Maintenance Service, include where requested and relevant, the inspection, testing and diagnosis and repair of any fault in the Equipment or Services included within the Maintenance Service.
6.2 The Maintenance Service will typically operate between office hours of 9.00 am to 5.00 pm Monday to Friday. Out of hours cover may be available if agreed in writing by Warevio Technology Group and contact information on this cover will be provided.
6.3 Warevio cannot guarantee any specific response or rectification times under the Maintenance Service nor that the Services or Equipment will operate without interruption or error. In many situations Warevio will be bound by the response times of its third party suppliers to any faults.
6.4 Warevio has no liability to the Customer in the provision of the Maintenance Service in relation to; any fault arising from wilful damage, negligence, improper storage or use, abnormal working conditions, failure to follow Warevio’s instructions (whether written or oral), misuse, alteration or repair of the Equipment without Warevio’s written approval. Any delay in the execution of any repair, defects caused by failures or surges in electrical power or the electrical supply service, any defect arising as a result of a Force Majeure Event; or circumstances where there are any sums owing from the Customer to Warevio.
6.5 The Maintenance Services do not include or cover:
6.5.1 damage to the Equipment caused by the negligence of the Customer, its employees, sub- contractors or any other person. If the Equipment is damaged in any of the circumstances listed above, the Customer shall pay for all parts and labour required to repair the
Equipment. Also; any Equipment not being used in accordance with the manufacturer's published instructions or Warevio’s instructions from time to time, any Equipment that has been abused or mistreated, including being subject to unusual physical or electronic stress; and any Equipment which has been repaired or attempted to have been repaired by the Customer or any third party.
6.6 Warevio reserve the right to make changes to the hardware provided if upon installation an alternative product is deemed more suitable to the customers specific requirements. The Customer shall not refuse, delay, obstruct or otherwise impair Warevio from making such changes and any such actions taken by the Customer constitute a material breach of this Agreement. Should Warevio consider that the Customer has acted in material breach of this Agreement, it shall be entitled to Terminate the Agreement and recover 100% of the remaining Charges due for the Term as well as any legal costs incurred in pursuing such Charges
7. Fraud Monitor
7.1 All prices associated with fraud monitor are as specified in the order form.
7.2 All customer perusing a claim under this service will be liable to pay an excess in line with rates as standard.
7.3 If the system Is maintained by a third party, Warevio will only cover a maximum of £50.00 on the first occurrence only. Warevio will not cover any charges in relation to this after the first occurrence. It is the responsibility of the customer to notify their third party provider immediately to ensure that any fraudulent activity is locked down at system level at the earliest opportunity.
8. Customer obligation
8.1 The customer agrees that they will;
8.1.1 ensure that the terms of the order are complete and accurate and co-operate with Warevio in all matters relating to the service.
8.1.2 allow Warevio, at its reasonable request, free and safe access to its premises and service connection points, access to information and assistance from the customers employees.
8.1.3 Cause any calls to be made which are not routed through the suppliers preferred network, whether by the use of any method whatsoever.
8.1.4 Does not use the service or any of the equipment in a manor that constitutes a violation or infringements of the rights of any other party.
8.1.5 Obtain and comply with any permission, license, consent, registration and approval necessary for the use of the service and/or equipment.
8.1.6 Indemnify and keep indemnified the supplier in full against all loss (including loss of profit), liabilities, damages, claims, charges, losses and expenses incurred by the supplier as a result of any breach of the customers obligation under the contract.
8.1.7 Ensure that only attachments approved for connection under the Telecommunications Act 1984 be connected with the service.
9. Charges and Price of Service
9.1 The price of the service shall be charged as set out in the order form.
9.2 Any applicable added tax, Import or export duties or other taxes and duties are payable by the customer in addition.
10. Payment terms
10.1 The supplier will invoice the customer for its service on a monthly basis.
10.2 All payments must be made by on time and by direct debit in full as specified by the invoice.
10.3 All invoices will be submitted to the supplier by email.
10.4 The customer agrees to pay all charges as stated on the invoice, whether the service is used by the customer or someone else, on receipt of receiving an invoice from the supplier.
10.5 The supplier may charge the customer interest on the amount unpaid at a rate of 10 per cent per month in addition to the order form until the payment is made in full.
11. Suspension of Service
11.1 The Service may be suspended by the Supplier without notice and without prejudice to the Supplier’s rights under condition 12 in the event any of the events set out at 12.1.2 apply.
11.2 If the Service is suspended or limited, the Supplier will tell the Customer what needs to be done before they can be reinstated. However, the Customer must continue to pay all charges relating to the Services whilst the Contact continues. The Customer acknowledges that if part of the Service is suspended or limited in accordance with this condition 12 this is likely to affect the availability of the remaining element of the Service and the Supplier shall have no liability in this respect.
12. Termination
12.1 This Contract may be terminated:
12.1.1 not withstanding condition 3.3 and subject to condition 12.3, by the Customer giving at least 90 days written notice to the Supplier to coincide with the completion of the Minimum Term, or any subsequent Extended Term (as the case may be) expiring on an anniversary of the Connection Date; or
12.1.2 by the Supplier with immediate effect if:
(a) the Customer is in breach of any provision of this Contract or any other contract that the Customer has in place with the Supplier or any third party funder of goods or services provided by the Supplier and does not rectify the breach within 14 days of the Supplier’s notice of such breach;
(b) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Taxes Act 2010);
(c) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly; or
(d) if the Customer fails to enter into and/or maintain a valid contract with the Supplier for broadband services, line rental and support services.
12.2 On termination of the Contract for any reason:
12.2.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.2.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
12.2.3 conditions which expressly or by implication have effect after termination shall continue in full force and effect.
12.3 Notwithstanding condition 12.2 in the event of termination of the Contract:
12.3.1 by the Customer pursuant to condition 12.1.1 the Customer shall immediately pay the charges in respect of the remainder of the Minimum Term or the Extended Term (as the case maybe); or
12.3.1 by the Supplier pursuant to condition 12.1.2 the Customer shall immediately pay such proportion of the charges in respect of the remainder of the Minimum Term or the Extended
Term (as the case may be) after the date of termination as the Supplier calculates (acting reasonably) represents a genuine estimate of the loss suffered as a result of the breach. Such amount shall never exceed the amount equal to the charges for the remainder of the Minimum Term or the Extended Term (as the case may be).
12.4 The Customer hereby agrees to repay in full, any termination charges paid by the Supplier on behalf of the Customer to a previous Supplier, should the Customer wish to end this Contract at any time prior to the Minimum Term.
12.5 If the Customer has been allocated a Non-Geographic Number by the Supplier providing inbound call revenue, the Supplier shall in its own discretion upon termination of this Contract rescind all inbound revenues payable to the Customer.
12.6 You accept that you do not own the number(s) provided to you and that this agreement is personal to you, therefore you have no right to sell or to agree to transfer the number(s) provided to you for use with the Services and you must not try to do so.
12.7 You do have the right to request to migrate numbers to another provider subject to your contractual obligations contained within this agreement being met, and also subject to you paying an administration charge of £99 per number that you wish to be migrated to another provider.
13. Force Majeure
13.1 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of an event beyond the reasonable control of the Supplier, including but not limited to failures or surges of electrical power, damage to property by third parties, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Supplier or subcontractors (Force Majeure Event).
14. General
14.1 Assignment and other dealings.
14.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15. Notices.
15.1 Any notice or other communication given to the Supplier by the Customer under or in connection with the Contract shall be in writing, addressed to its registered office or such other address as the Supplier may have specified to the Customer in writing in accordance with condition 12.2.2, and shall be delivered by recorded delivery.
15.2 Any notice or other communication given to the Customer by the Supplier shall be given by any of the following methods (at the Supplier’s discretion):
(a) in writing, addressed to the Customer’s registered office (if it is a Company) or its principal place of business (in any other case) or such other address as the Customer may have specified to the Supplier in writing in accordance with clause 12.2.1;
(b) by facsimile to the relevant fax number as the Customer may have notified to the Supplier; or
(c) by email to the relevant email address as the Customer may have notified to the Supplier.
15.3 A notice or other communication shall be deemed to have been received if sent by pre- paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier or recorded delivery on the date and at the time that
the courier’s delivery receipt is signed; or, if sent by fax or email by the Supplier, one Business Day after transmission.
15.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.5 Subject to condition 12.2.1 and 12.2.2, both the Supplier and the Customer can sign notices or other communications via electronic signatures. The Customer shall comply with any direct debit e-signature instructions provided to it by the Supplier from time to time.
16. Severance.
16.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate
in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. Waiver.
17.1 A waiver of any right under the Contract or law is only effective if it is in writing (and in the case of the Supplier signed by an officer of the Supplier) and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency.
17.2 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18. Data Protection.
18.1 The Customer and the Supplier will comply with their respective obligations under the Data Protection Act
1998 (DPA). Where one party transfers personal data (as defined in the DPA) to another for processing, the receiving party will process that data only for the period of and to the extent necessary for the performance of the Contract; will take measures to keep it secure; and, where it transfers personal data outside the European Economic Area or to any subcontractor to ensure that it is adequately protected.
19. Third parties.
19.1 The Supplier may exercise any of its rights or fulfil any of its obligations hereunder through any company in its Group. Other than a company in the Supplier’s Group, a person who is not a party to the Contract shall not have any rights to enforce its terms.
20. Variation.
20.1 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier. Notwithstanding this the Supplier may change these Terms (including the charges) at any time. The Supplier will publish details of such changes on-line on the Supplier’s Website at least two weeks before the change is to take effect.
21. Resolving Disputes.
21.1 The Supplier will try to resolve any disputes with the Customer. However, if the parties cannot agree, the Customer may refer the dispute to any recognised dispute resolution service. Details of these and how to refer a dispute are set out within the Supplier’s Website.
22. Governing law.
22.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23. Jurisdiction.
23.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
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Features Included as Standard
Our business phone systems are packed with features to improve customer experience and team productivity:
- Auto-attendant and call menus
- Call forwarding, hunt groups, and call queues
- Voicemail to email
- Desktop and mobile softphone apps
- Call recording and performance reporting
- Music on hold and custom greetings
- Easy user management via an online portal
- CRM Integration
All features are designed to be simple to use and easy to manage.
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Warevio Technology Group Ltd.
Suite S1, Tollgate Business Centre
Tollgate Drive
Stafford
Staffordshire
ST16 3HS
Registered in England and Wales No. 12622167 | VAT Reg No. 44 3389 182
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