| | Terms & Conditions for Communications Services
YOUR AGREEMENT WITH US (this ‘AGREEMENT’) IS MADE UP
OF THE FOLLOWING DOCUMENTS
(i) THESE CONDITIONS FOR COMMUNICATIONS
SERVICES;
(ii) THE SERVICE AFREEMENT;
(iii) THE RELEVANT TARIFF FOR THE SERVICES WE AGREE
TO PROVIDE TO YOU; AND
(iv) ANY FURTHER CONDITIONS RELATING TO SPECIFIC
SERVICES
THE SERVICES AND USE OF THE SERVICES
1. Provision of the services
1.1 The services we supply to you are those Services
which (a) you have ordered by telephone and are set out in
the Service agreement attached to these conditions
confirming your order, or (b) you have elected to receive as
set out in the service agreement, or (c) which you have
subsequently ordered in writing or by telephone, and in each
case which we have agreed in writing to supply to you. These
may include (but are not limited to)
• The ability to make or receive call (telephone service);
• The provision of a line or lines for a rental charge (line
rental service);
• The provision of broadband internet access (broadband
service);
• The provision of IP telephony services (VOIP service)
• Any other Services which we may offer for sale from time
to time.
1.2 We will use reasonable endeavors to provide you
with the services by the date we agree with you and to
continue to provide the services until this agreement is
terminated. However we will not be liable for any loss or
damages should the services not commence on the agreed
date.
1.3 We cannot guarantee and do not warrant that the
services will be free of interruptions or will be fault free and
we will not be liable for any loss or damages should the
services be interrupted from time to time. You accept that
there may also be degradations of the quality of service from
time to time due to matters beyond our control (see
paragraph 14 below), and that we will not be liable for any
loss or damages should the quality of the service we provide
be affected by such matters.
1.4 In providing the services we shall use the reasonable
skill and care that may be expected from a competent
communications service provider.
1.5 Broadband Service
(a) If we consider that your bandwidth usage profile is
abnormal or out of the ordinary (including without limitation
extremely high levels of bandwidth use in a given period), we
have the right to take such action as we deem appropriate
(including but not limited to in accordance with our ‘fair use’
and other obligations under our agreements with our
broadband suppliers), which may include, without limitation
restricting or suspending your use of the broadband service,
or increasing the charges you pay for the broadband service
in accordance with paragraph 19.2.
(b) We will inform you if we impose any restrictions on
your use of broadband service.
(c) Your use of broadband service is entirely at your own
risk. We will not be liable for any loss or damage arising from
any virus, Trojan horse, spam or any other malicious content
that you may receive while using the broadband service
notwithstanding that there may be a firewall contained in
equipment supplied in connection with the broadband service.
2. Telephone Numbers
2.1 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
numbers(s) provided to you for use with the services and you
must not do so or try to do so.
2.2 You also accept that we have the right to reallocate
to a third party any numbers that are provided to you for use
with the services but that you do not use for a period of six
(6) months. However, if you continue to pay any recurring
rental chargers for those numbers, we shall not exercise this
right.
3. Telephone books and directory enquiries
3.1 We will put your name, address and the telephone
number(s) for the Services (subject to Clause 3.3). In the
telephone book published by BT for your area and make your
phone number available to BT’s directory enquiries database,
as soon as we can. However, we will not do so if you ask us
not to.
3.2 If you want a special entry in the telephone book
you must let us know. Where we agree to a special entry you
will be liable to pay for an extra charge and sign a separate
agreement for that special entry.
3.3 In relation to the VOIP service, arrangements in
relation to inclusion in BT’s telephone book and directory
enquiries database are available on request from us.
4. Changes and interruptions to the service
4.1 We may have to do some things that could affect the
Services. These things are listed in paragraph 4.2. If we have
to interrupt the services we will restore them as quickly as we
reasonably can.
4.2 Occasionally we may have to:
(a) change the code or phone number or the technical
specification of the services for operational reasons;
(b) interrupt the services for operational reasons or
because of an emergency
(c) give you instructions that we believe are necessary
for health or safety or to maintain the quality of the services
that we supply to you or to our other customers.
EQUIPMENT
5. Equipment
To the extent possible, we shall use reasonable endeavor to
pass on to you the benefit of any manufacturers’ warranties
in relation to equipment supplied by us in connection with the
services.
6. Sale Equipment
6.1 The quantity, quality and description of and any
specification for the sale equipment shall be those set out in
the service agreement.
6.2 We shall deliver the sale equipment to your address
as specified in the service agreement and time shall not be of
the essence for any delivery.
6.3 Risk in the sale equipment will pass to you on
delivery of the sale equipment. Therefore, it is your
responsibility to look after the sale equipment and you will
have to pay if you wish to replace or repair the sale
equipment if it is lost, stolen or damaged
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6.4 You will not own the sale equipment until you have
paid us in full for the sale equipment and we reserve the right
to require you to return to us, or for us to collect (at your
cost), the sale Equipment if you do not pay us in full for the
sale equipment by the due date for payment (in accordance
with paragraph 10 below). Subject to the foregoing, you will
be entitled to continue to use the sale equipment after expiry
or termination of this agreement.
6.5 You will be responsible for installing the Sale
Equipment. We will not be liable for any loss, costs, damages
or faults caused by, or repairs required as a result of,
installation or misuse of, or damage to, any sale equipment.
You agree to indemnify us for all claims, losses, damages and
expenses that are brought against us, incurred by us, or
arising as a result of the same.
7. Rental Equipment
7.1 We will at all times own all rental equipment supplied
to you. You will not let, sell, charge, assign, sub-license or
allow a third party to use the Rental Equipment or remove
any labels, and shall not prejudice our rights in the rental
equipment in any way. We may replace the rental equipment
from time to time either with your prior consent or provided
that the replacement rental equipment is of a specification
that is at least equal to the rental equipment originally
supplied and such change does not materially disrupt the
provision of the services.
7.2 Subject to the other terms of this paragraph 7, we
(or our authorized representative) shall, during our working
hours;
7.2.1 where necessary install the rental equipment at your
premises at a time and date agreed with you; and
7.2.2 use our reasonable endeavors to repair any faults to
the rental equipment in accordance with out standard
procedures (which are available on request).
7.3 It is your responsibility to look after the rental
equipment that is in your possession or custody and you
agree to pay for the rental equipment to be replaced or
repaired if it is lost, stolen or damaged.
7.4 You will notify us promptly of any faults which occur,
and repairs which become necessary, and of any theft, loss or
damage to the rental equipment.
7.5 You agree that you will only use the rental
equipment in conjunction with the relevant services and shall
comply with our reasonable instructions in relation to its use.
7.6 You shall be responsible for maintaining adequate
cover in place to insure the rental equipment while it remains
in your possession and custody. You will also be responsible
for obtaining and, where appropriate, paying for all necessary
licenses, consents and approvals required for the installation
and use of the rental equipment.
7.7 You will not (and you will ensure that no-one else
will) repair, alter, modify or maintain, or make any additions
or attachments to, or otherwise alter, the Rental Equipment
without our prior written consent. We will not be liable for any
costs or charges incurred, faults caused by, or repairs
required as a result of, installation or programming of Rental
Equipment that is carried out by any other person (other than
our employees or agents). You agree to indemnify us for all
losses, damages and expenses that are brought against or
incurred by us, arising as a result of the same.
7.8 On expiry or termination of the Agreement or the
relevant Service, all Rental Equipment must be returned to us
in reasonable condition, subject to reasonable wear and tear.
If you fail to return or make available for collection the Rental
Equipment in a reasonable condition or at all we may, at our
option, invoice you for a sum equal to the original cost of the
Rental Equipment less any depreciation together with any
costs reasonably incurred by us.
7.9 In the event that you return Rental Equipment to us,
in the absence of reasonable evidence that the Rental
Equipment has been delivered to us you accept that you shall
remain liable for the Rental Equipment.
YOUR INFORMATION
8. Call monitoring
We may occasionally monitor and record calls made to or by
us relating to customer services and telemarketing calls made
by us, for the purpose of training and improving customer
care services, including complaint handling. We and/or our
suppliers may also record 999 and 112 calls.
9. Data protection and use of your information
9.1 All information that we hold concerning you as an
individual (“Personal Data”) will be held and processed by us
strictly in accordance with the provisions of the Data
Protection Act 1998. Such data will be used by us to provide
you with the Services, for related purposes and for the
purposes set out in paragraph 9.2. We will not, without your
consent, supply any Personal Data to any third party except
where (1) such transfer is a necessary part of the Services
that we undertake, (2) we are required to do so by operation
of law, or (3) we share information for the purpose of
managing and administering our relationship with Autocall
dealers.
9.2 We would like to use the information we have about
you and your use of the Services (this includes information
about your bill size, the numbers you call and the times you
call) to inform you about the products, services, pricing
packages and special offers which we provide and which we
believe may be of particular interest to you. We would also
like to share this information with your Autocall dealer so they
may also inform you about their products and services. By
accepting these Conditions you consent to our, and your
dealer, sending you such information. However, if you do not
wish receive that information, please advise us, by writing to
us at County Autocall, 144 Church Road, Hove, BN3 2DL or
any other address we may give you for this purpose from
time to time. You may also contact your Autocall dealer
directly if you do not wish to continue to receive information
from them.
9.3 An individual has the right under the Data Protection
Act 1998 to obtain information, including a description of the
data, that we hold on you. Should you have any queries
concerning this right, please contact us at the address set out
in paragraph 9.2.
9.4 You must inform us immediately if any of the
information you have provided to us about you in connection
with this Agreement changes.
9.5 You acknowledge that in connection with the
provision of the Service detailed technical information
(including by way of example, but without limitation,
information as to your existing telecoms suppliers and
supplies) as well as your contact details may have been
provided on your behalf by an Autocall dealer with whom you
may have had initial discussions and you hereby confirm to us
that we may rely on that information.
YOUR OBLIGATIONS
10. Paying our charges for the Services
10.1 Charges
You must pay the charges for the Service according to the
applicable Tariff. This applies whether you or someone else
use the Services and whether the Services are used with your
full knowledge and consent or otherwise. (This means by way
of example but not by way of limitation that you are liable to
pay for all calls made as a result of “rogue diallers” and
unbarred premium rate numbers.) We may vary the charges
set out in the Tariff as explained in paragraph 19.2.
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10.2 Installation charges
The Service Agreement sets out whether installation costs are
payable for the Services we have agreed to supply to you.
However, we may be unable (due to third party constraints)
to tell you when you place, or we confirm, your order for the
Services how much these installation costs will be. If this is
the case, we will give you an estimate of how much the
installation costs will be prior to commencement of the
installation work. You agree to pay all installation costs
actually incurred.
10.3 Equipment
You must pay the charges for any Sale Equipment that we
supply to you. We will invoice you for the Sale Equipment in
the next invoice that we send to you (in accordance with
paragraph 10.4) following the date on which we dispatch the
sale Equipment to you. You shall also pay the rental charges
for any Rental Equipment that we supply to you, and we shall
invoice you for this on monthly basis in accordance with
paragraph 10.4.
10.4 Invoices
We will send your first invoice at the beginning of the month
after the Services commence and thereafter on a monthly
basis, but we shall be entitled to send you an invoice at a
different time, which you shall pay in each case in accordance
with paragraph 10.7. We will send all invoices and other
correspondence to the email address or address set out in the
Service Agreement or otherwise the address you ask us to.
We will show on the invoice which charges are payable in
advance or in arrears on the next invoices where possible,
and in any event as soon as we can.
10.5 Rental and Call charges
You will incur charges from the time any part of a Service is
used or received expect in the case of Service subject to a
periodic rental, in which case you will incur charges from the
date the Service is made available for us. We will usually ask
you to pay the rental in advance and your first invoice will
include both one month’s rental in advance and a charge for a
part month’s rental from the beginning of the Agreement up
to the beginning of the first complete month, where
appropriate. Call and other charges will be invoiced in arrears.
We will calculate the charges for Calls using the details
recorded by our network.
10.6 Payments in advance and deposits
(a) We may ask you for a payment in advance before
payment would normally be due, which you shall pay in
accordance with paragraph 10.7. This advance payment will
not be more than our best estimate of your following month’s
invoice.
(b) We may ask for a deposit at any time, as security for
payment of your invoices if it is reasonable for us to do so,
which you shall pay in accordance with paragraph 10.7. Our
procedures for deposits will be explained to you
at the relevant time.
10.7 Terms of payment
Our standard credit terms are payment within seven (7) days
of date of invoice by direct debit and these are credit terms
which will apply to this Agreement unless we have agreed
otherwise in writing. You must pay all charges and rental
within the credit terms which we have agreed and any
advance payments and deposits when we ask for them.
10.8 Tariff
You hereby acknowledge and agree that we have agreed to
supply the Services to you at the agreed Tariff and charges
on the basis that you have committed to the Minimum Spend
and Minimum Term commitments.
11 Your other responsibilities
11.1 Our equipment and instructions
You agree to comply with our reasonable instructions relating
to the Service and any equipment we supply to you in
connection with the Service.
11.2 Entry to your premises
(a) If our engineers or sub-contractors have to enter
your premises you agree to let them do so within normal
working hours (Monday to Friday, 9am to 5pm) or otherwise
if agreed with you in advance. We will meet your reasonable
requirements regarding the safety of people on your premises
and you must do the same for us.
(b) If we need someone else’s permission to cross or put
our equipment on their premises, you must get that
permission for us and make any necessary arrangements.
(c) When our work is completed, you will be responsible
for putting items back and for any necessary re-decorating.
11.3 Misuse of the Service
Nobody must use the Service:
(a) to make abusive, defamatory, obscene, offensive,
indecent, menacing, disruptive, nuisance or hoax Calls, emails
or other communications in breach of privacy or any other
rights;
(b) to send, knowingly receive, upload, display,
download, use or re-use material which is abusive,
defamatory, obscene, offensive, indecent or menacing or in
breach of copyright, privacy or any other rights;
(c) to send and receive data in such a way or in such
amount so as to adversely affect the network (or any part of
it) which underpins any Service or to adversely affect our
other customers or customers of our suppliers;
(d) for the carrying out of fraud, an unlawful activity or a
criminal offence or in a way which does not comply with the
terms of any legislation;
(e) in a way that does not comply with any instructions
given by us to you under paragraph 11.1;
(f) to obtain access, through whatever means, to
restricted areas of the underlying network; or
(g) in a way which (in our reasonable opinion) brings our
name into disrepute, or which places us in breach of our legal
or regulatory obligations, and you must make sure that this
does not happen. The action we can take if this happens is
explained in paragraph 15. If a claim is made against us
because the Services are misused in these ways, you must
indemnify us in respect of any sums we obliged to pay and/or
costs we incur.
11.4 Indemnity
If you use the Service for business purposes, you must
indemnify us against any claims that anyone (other than you)
threatens or makes against us because the services are faulty
or cannot be used by them.
11.5 Line rentals
When we provide your Line rentals, we will route your calls
through our network. No other service provider may route
these calls or attempt to, and if they do we reserve the right
to bar these calls.
REPAIRING FAULTS
12 Repairing faults
12.1 We will investigate any fault that is reported to us
according to our standard procedures for the Service in
question (which are available on request). We will use
reasonable endeavours to repair any fault that is reported to
us and which is directly caused by us or our employees o
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agents according to our standard procedures for the Service
in question (which are available on request).
12.2 When we agree to work on a fault outside the hours
covered by our standard procedures, you will be liable to pay
us an extra charge at the applicable rate set out in our tariffs
in force at the time.
12.3 If you tell us there is a fault in a Service and we find
either that there is not or that you, someone at your premises
or a third party (including, without limitation, another
network operator or communications supplier) has caused the
fault, we may charge you for any work we have done to try to
find the fault or to repair it. We are not liable for ay loss or
damages arising from a fault caused by someone other than
us, and we are not responsible for fixing any faults not caused
by us.
LIMITATION OF LIABILITY
13 Liability
13.1 We accept liability for personal injury or death as a
result of our negligence. We do not limit that liability and
paragraphs 13.2 and 13.3 do not apply to that liability.
13.2 We have no liability (howsoever caused including
(without limitations) by negligence) for any loss of business,
profits, revenue or saving you expected to make, wasted
expense, financial loss, data being lost or damaged, lack of
availability of IT and/or communications systems not provided
by us, damage to reputation or for any liability for any loss
that is not reasonably foreseeable or for any indirect or
consequential loss.
13.3 Any liability we have of any sort (including any
liability because of our negotiations) is limited to £100 for any
one event or any series of related events, and in any twelve
(12) month period to £500 in total.
13.4 Expect as expressly set out in this Agreement, all
conditions, warranties, terms, undertakings and obligations
implied by statute, common law, custom, trade usage or
otherwise are hereby excluded to the extent permitted by
law.
13.5 Each part of this Agreement that excludes or limits
our liability operates separately. If any part is disallowed or is
not effective, the other parts will continue to apply.
13.6 The provisions of this paragraph 13 shall continue to
apply notwithstanding termination of this Agreement.
14 Matters beyond our reasonable control
If we cannot fulfil, or are delayed in fulfilling, our obligations
under this Agreement because of something beyond our
reasonable control such as, without limitation, lighting, flood,
or exceptionally severe weather, fire or explosion, civil
disorder, war, or military operations, national or local
emergency, anything done by government or other
competent authority, acts or omissions of other
communications suppliers or network operators, or industrial
disputes of any kind, (including those involving our
employees or suppliers), we will not be liable for this.
CHANGING AND TERMINATING THE AGREEMENT
15 Breach of the Agreement
15.1 We may suspend any or all of the Service or
terminate the Agreement immediately at any time by
notifying you in writing if:
(a) you breach this Agreement or any other agreement
you have with us and fail to remedy the breach within a
reasonable time of being asked to do so;
(b) we believe that the Service(s)are being used in a
way forbidden by paragraph 11.3 This applies even if you do
not know that the Service(s) are being used in such a way;
(c) bankruptcy or insolvency proceedings are brought
against you, or if you do not make any payment under a
judgment of a court on time, or (if you are a business) you
make an arrangement with your creditors, or a receiver or
administrator is appointed over any of your assets, or you go
into liquidation.
15.2 If you fail to pay our invoice by the due date or our
direct debit request is rejected by your bank we will write to
you requesting payment within seven (7) days or informing
you that our direct debit request will be re-submitted in seven
(7) days. If we still fail to receive payment after those seven
(7) days have passed we will be entitled to suspend any or all
of the Services immediately. The Service will be resumed on
full payment of all outstanding charges. Notwithstanding the
foregoing, in the event that:
(a) two (2) consecutive direct debit requests are
rejected;
(b) you fail to make any payment requested within
seven (7) days of the date of a letter requesting such
payment; and/or
(c) you fail to pay any payment on the due date where
there have been two (2) preceding failures which were
remedied within the seven (7) day period, we will be entitled
to terminate any or all of the Services immediately by notice
in writing to you to take immediate effect.
15.3 We reserve the right to charge interest at the rate of
eight percent (8%) per annum on any charges not paid by the
due date for payment until the date when they are received
by us.
15.4 If we suspend any Services, we will not provide them
again until you rectify the situation that caused us to suspend
the Services or you have satisfied us that you will do so or
that the Services will not be used in a way that is forbidden
by paragraph 11.3.
15.5 If we suspend any Services because you breach this
Agreement, the Agreement will still continue and you must
still pay us any rental charges as and when they arise unless
and until the Agreement is terminated.
15.6 If this Agreement or any of the Services are
terminated in accordance with this paragraph 15 during the
Minimum Term or any agreed term applicable to each of the
Services, we will levy a cancellation charge in relation to each
relevant Service calculated in accordance with the following:-
(a)
Each Service for which a monthly rental charge is
payable – number of months remaining of Minimum Term for
that Service multiplied by the monthly rental; and/or
(b)
Call Spend – number of months remaining on
Minimum Term multiplied by the monthly Minimum Spend,
in each case less a discount sum, computed on the basis of a
5% discount for a full year of early payment, and a pro rata
lesser sum for a shorter period or greater sum for a longer
period.
16 Cancelling the Services before they are
provided.
16.1 You may cancel the Service at any time up to seven
(7) working days either after you receive or (if earlier) you
are deemed to receive these Conditions (and the Service
Agreement and other documents comprising this Agreement)
or, if sooner, up to but not including the date on which we
commence our supply of the Services to you, provided that
you notify us in writing of such cancellation within such period
and return any equipment that we may have sent to you,
undamaged and in its original packing by sending it special
delivery to us at County Autocall Ltd, 144 Church Road, Hove
BN3 2DL. You will be deemed to have received these
Conditions forty-eight (48) hours after they are posted to
you. Please note that if you have commenced using any
Service or equipment after receiving these Conditions, you
will also lose your right of cancellation (statutory or
otherwise) as set out in this paragraph 16.1
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16.2 If the circumstances described in paragraph 16.1
apply, and if you are a domestic user, no cancellation charge
will be payable for the Services although if you do not return
any equipment that we may have sent to you, we shall be
entitled to charge you for the costs we incur in collecting
them from you or invoice the cost. This does not affect your
statutory rights. However, if you have ordered the Service(s)
for business use you may pay us for any work we have done
or costs we have incurred up to date of cancellation.
17 Terminating the Agreement after the Services
are provided
17.1 Termination at the end of Minimum Term
(a) Either party may terminate this Agreement in
respect of a Service by giving the other party not less than
thirty (30) days notice in writing to take effect on or at any
time after the end of the Minimum Term for the relevant
Service.
(b) If we give you notice to terminate under paragraph
17.1(a), you must pay rental up to the end of the notice
period. If you give us notice to terminate under paragraph
17.1(a), you must pay rental until thirty (30) days from the
date we receive your notice, or until the end of the notice if
that is later.
17.2 Terminations before end of Minimum Term
If you want to terminate this Agreement in respect of a
Service prior to the end of the Minimum Term for the relevant
Service (other than because we have materially altered the
conditions of this Agreement under paragraph 19.3) you must
give us at least ninety (90) days notice in writing and we will
levy a cancellation charge calculated in accordance with the
following:-
(a) Each Service for which a monthly rental charge is
payable – number of months remaining of Minimum Term for
that Service multiplied by the monthly rental; and/or
(b) All Spend – number of months remaining on
Minimum Term multiplied by the monthly Minimum Spend, in
each case less a discount sum, computed on the basis of a
5% discount for a full year of early payment, and a pro rata
lesser sum for a shorter period or greater sum a longer
period.
17.3 If you have paid any rental in respect of a service for
a period after this Agreement has ended in respect of that
Service, we will either repay it or put it towards any money
you owe us.
17.4 You must pay all charges for the Services until the
date on which we stop providing the Services to you.
17.5 We also have the right to terminate this Agreement
or any of the Services immediately on notice to you in
accordance with paragraph 15 and in these circumstances the
ninety (90) day notice period will not apply,.
18 Minimum Spend
18.1 If you fail to reach the annualised Minimum Spend
commitment in respect of a Service over the Minimum Term
for such Service then we reserve the right to bill you in the
month following expiry of the Minimum Term the difference
between the actual amount you spent and the amount you
committed to spend pursuant to the Minimum Spend over the
Minimum Term less a discount sum, computed on the basis of
a 5% discount for a full year of early payment, and a pro rata
lesser sum for a shorter period or greater sum for a longer
period. Following the expiry of the relevant Minimum Term, if
in any 6-month period you fail to reach the total six-monthly
Minimum Spend that you committed to spend over that six-
month period, we reserve the right to bill you in the month
following expiry of the relevant six-month period the
difference between the actual amount you spent and the
amount you committed to spend in that six-month period
pursuant to the Minimum Spend.
18.2 If this Agreement or any individual Services are
terminated during the Minimum term or any agreed term for
the relevant Service(s) and you received free installation of
any Services or Lines as part of the tariff or otherwise, then
we reserve the right to impose a termination charge equal to
the installation cost divided by the number of the months in
the relevant term, multiplied by the number of months
remaining in the relevant term, less a discount sum,
computed on the basis of a 5% discount for a full year of
early payment, and a pro rata lesser sum for a shorter period
or greater sum for a longer period.
19 Changing the Agreement
19.1 In general
If you ask us to make any change to the Services or Rental
Equipment we will ask you to confirm your request in writing.
No action will be taken by us to carry out the change until we
have received your written confirmation. If we agree to a
change, this Agreement will be changed when we confirm the
change to you in writing.
19.2 Conditions
We may change the terms and conditions of the Agreement or
any document comprising part of the Agreement, including
the Tariff and otherwise our charges for our services) at any
time if we give you fourteen (14) days notice. We will notify
you of any changes with your monthly invoice.
19.3 Material Adverse Effect
If a change has a material adverse effect on you or the
Services we provide no termination charges will be payable by
you if you wish to terminate the Agreement or any of the
Services before the end of the Minimum Term applicable to
each of the Services.
20 Transferring the Agreement
You cannot, and cannot try to, assign or transfer (in whole or
in part) this Agreement or the benefit of or the rights under
this Agreement to anyone else.
GENERAL CONDITIONS
21 Giving notice
Any notice given under this Agreement must be delivered by
hand or sent by email or prepaid post as follows:
(a) to us at the address or email address shown on the
Service Agreement or on your last invoice, or at any other
address or email address we give you;
(b) to you at the address you have asked us to send
invoices to or to the email address you have given us.
22 Entire Agreement
The agreement (including these Conditions, the documents
referred to in them, the Service Agreement and any
conditions relating to specific Services) constitutes the entire
agreement between you and us for the Services and
supersedes any and all other written, recorded and oral
communications between you and us in connection with the
Service.
23 Severance
If any of these Conditions or any term or conditions of this
Agreement is deemed invalid, void, or for any reason
unenforceable, that term or condition will be deemed
severable and will not affect the validity and enforceability of
any remaining term or condition.
24 Reliance
You acknowledge that you have not been induced to enter
into Agreement by, nor have you relied upon, any
representation, promise, assurance, warranty or undertakin
6
(whether written or oral) by or on behalf of us or any other
person save for those set out in this Agreement, expect in the
case of fraud.
25 No waiver
If you breach these Conditions and we take no action, we will
still be entitled to use our rights and remedies in any other
situation where you breach these Conditions.
26 Survival
Any Conditions which are expressed to survive expiry or
termination shall survive expiry or termination of the
Agreement however caused.
27 Third Party Rights
A person who is not a party to this Agreement has no right
under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Agreement.
28 Governing Law and Jurisdiction
28.1 This Agreement shall be governed by and construed
in accordance with the laws of England and the parties
irrevocably submit to the exclusive jurisdiction of the English
courts.
29 Applicable Conditions
29.1 This Agreement will continue in respect of each
Service for the Minimum Term applicable to each Service and
thereafter unless and until terminated in accordance with this
Agreement.
29.2 These Conditions apply to the provision of all
Services.
29.3 Where we publish separate conditions for specific
Services, those conditions will take precedence over these
conditions in the event of inconsistencies between them.
30 Definitions
“BT” means British Telecommunications Plc
“Call” means a signal, message or communication which is
silent, spoken or visual on each Line that we agree to provide
to you under this Agreement.
“Conditions” means these Conditions for Communications
Services.
“Line” means a connection to our network or that of our
suppliers, whether direct or indirect.
“Minimum Spend” means in relation to each Service the
monthly minimum spend commitment as outlined in the
Service Agreement or the Tariff or otherwise in any agreed
tariff plan referred to in the Service Agreement constituting
the minimum amount you agree to pay to us each month for
that Service regardless of your actual use of the Service.
“Minimum Term” means the minimum period of service for
each Service as shown on the Service Agreement, such period
to start on the date on which the relevant Service is first
made available to you for use.
“Rental Equipment” means the equipment identified on the
Service Agreement or otherwise notified to you in writing that
we will rent to you as part of our provision of the Services
and which you will return to us after expiry or termination of
the Agreement, subject to the provisions of this Agreement.
“Sale Equipment” means the equipment identified on the
Service Agreement or otherwise notified to you in writing that
we will sell to you, subject to the provisions of this
Agreement.
“Service” or “Services” means all or part of the Services
explained in paragraph 1 or identified in the Service
Agreement and any related services that we agree to provide
to you under this Agreement.
“Service Agreement” means (i) where you place an order
with us by telephone, the confirmation of order accompanying
these Conditions for Communications, or (ii) where you place
a written order, the document you sign when you become our
customer, in each case detailing, amongst other things, the
Services you wish to receive, the minimum period you wish to
receive the Services for and the Tariff at which you will be
charged and which forms part of the Agreement.
“Tariff” means the Autocall tariff referred to in the Service
Agreement and as amended from time to time under
paragraph 19.2 above.
“we” and “us” means County Autocall Ltd.
“you” means the customer we make this Agreement with. It
includes a person who we reasonably believe is acting with
the customer’s authority or knowledge.
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