T&Cs
TERMS AND CONDITIONS
1. DEFINITIONS
In this agreement the following terms shall have the following meanings namely: - "IP3 Telecom" means IPPlus (UK) Limited which expression shall, where the context so requires, include its successors. "Customer" means a person, company, or organisation at whose application IP3 Telecom agrees to provide the services under the terms of this agreement. "Agreement" means the contract made between IP3 Telecom and the Customer to which these conditions apply. "The minimum duration" means the period set out overleaf. "Numbers" means the telephone numbers supplied by IP3 Telecom from its block of telephone numbers allocated to it by its suppliers within the jurisdiction of a competent regulatory authority under this Agreement as part of The Service. "OFCOM" means Office of Communications. "Phonepay Plus" means the regulatory body for all controlled premium rate charged telecommunications services.
"Phonepay Plus Code of Practice" means the Phonepay Plus code of practice as defined on http://www.phonepayplus.org.uk/ (or such successor versions as may from time to time be issued). "The Service" means the supply and connection of the services details of which are set out overleaf. "Supplier" means the Supplier from whom IP3 Telecom obtains facilities to provide the services from time to time pursuant to a licence contract or otherwise.
2. SCOPE OF AGREEMENT
The provisions of this agreement shall apply to all services ordered by the Customer from IP3 Telecom.
3. TERM
This agreement shall commence upon the supply and connection of the service requested overleaf and shall continue for the period as specified overleaf, thereafter this agreement shall be extended on a 3 month rolling basis and may be terminated by either party giving written notice to the other party 3 months before the anniversary date of this agreement and the agreement shall terminate on the expiry of the aforementioned notices.
4. CHARGES
4.1. All sums due to IP3 Telecom under this agreement shall be payable by the Customer by Direct Debit, in accordance with the Direct Debit instructions provided, on the 10th of each month following the month of invoice.
4.2. The connection charges shall be due on the date of the signing of this agreement and will not be refundable to the Customer in the event of the agreement being terminated.
4.3. All charges payable to IP3 Telecom by the Customer shall be subject to VAT at the current rate and any taxes of a similar nature which may from time to time be introduced.
4.4. IP3 Telecom reserves the right to charge daily interest on outstanding accounts until payment in full is received by IP3 Telecom at a rate equal to 5% per annum above base lending rate current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this agreement for any causes whatsoever.
4.5. The Customer agrees to pay IP3 Telecom all legal costs incurred by IP3 Telecom in connection with any legal proceedings taken by IP3 Telecom against the Customer to recover sums due under this agreement on a full indemnity basis.
4.6. All invoices submitted by IP3 Telecom to the Customer are to be treated as agreed, whether or not agreed, unless the Customer notifies IP3 Telecom of any discrepancies or objections to the same within 7 days of receipt of any invoice from IP3 Telecom.
4.7. When notice to terminate an account is issued or received by IP3 Telecom, the Customer’s credit limit and credit period are reduced to zero. All invoices become due and payable in full by return.
4.8. Notwithstanding Clause 4.7 above, IP3 Telecom shall, at its absolute discretion, have the right to terminate this agreement at any time and with immediate effect if it considers that a Customer will not adhere to these terms and conditions or that a Customer’s requirements are beyond the scope of IP3 Telecom’s reasonable capacity.
4.9. IP3 Telecom intends that there will be no price increases to the charges to their Customers during the term of this agreement. Should price increases become necessary the Customer will have twenty eight (28) days from written notification of said increases to terminate in writing the Agreement without penalty.
4.10. IP3 Telecom reserves the right to charge the difference between the amount invoiced and the minimum spend as specified overleaf.
5. OBLIGATIONS
5.1. The Customer undertakes to use the services in accordance with such reasonable terms as may from time to time be notified in writing by IP3 Telecom to the Customer and in accordance with the relevant provisions of the Telecommunications Act 1984 (or any modification or re enactment thereof).
5.2. The Customer undertakes not to use the service as a means of communication for a purpose other than that for which the services are provided;
5.2.1. Or for the transmission of any material which is or intended to be defamatory, offensive, immoral, abusive or of an obscene or menacing character or which is a hoax call to emergency services;
5.2.2. Or in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to the right of copyright or confidentiality) or a violation or infringement of any statutory duty or obligation or a duty or obligation in contract tort or otherwise to any third party.
5.3. The Customer undertakes to indemnify and hold harmless IP3 Telecom against all liabilities claims damages losses costs and proceedings howsoever arising from or in any way connected with any breach of the Customer’s undertakings as set out in this clause
5.4. The Customer undertakes to promptly provide IP3 Telecom (free of charge) with all such information and co-operation that IP3 Telecom may reasonably require from time to time to enable IP3 Telecom to perform and observe its obligations under this agreement.
5.5. The Customer undertakes not by itself its agents servants or otherwise to carry out any repairs or adapt test make additions to (modifications) or attachments to or otherwise alter any installation of hardware or software supplied by IP3 Telecom in connection with the service.
5.6. The Customer is entirely responsible for ensuring that any software that may be used by The Services, such as Microsoft’s Windows Media Player, is available on The Customer’s equipment.
5.7. The Customer will comply with the specific restrictions on the use of 070 numbers as set out in the Ofcom National Telephone Numbering Plan.
Network Services Agreement IPPlus (UK) Limited 2 Melford Court, The Havens, Ransomes Europark, Ipswich, Suffolk, IP3 9SJ T 01473 321 800 F 01473 321 801 W www.ipplusplc.com Company Reg No: 3869545 VAT No: 792 4396 89
5.8. The Customer undertakes to use its best endeavours to ensure that it or it’s customers will not use the Service for any improper or unlawful purpose, will comply with the specific restrictions on the use of 070 "personal numbers" as set out in the OFCOM National Telephone Numbering Plan and will indemnify IP3 Telecom thereof against all claims and demands which may be made against IP3 Telecom as a result of any breach of this clause 5.9 or any unlawful or improper use by the Customer.
5.9. The Customer agrees that in respect of all telephone numbers provided by IP3 Telecom to the Customer, which are regulated by Phonepay Plus, that the Customer has read, understands and will comply with the Phonepay Plus Code of Practice (as may be varied from time to time) and any directions that are made by Phonepay Plus in accordance with it. For the avoidance of doubt the Customer understands that in the Phonepay Plus terms the Customer is defined as the Information Provider. It is the duty of the Customer to register or gain certification with Phonepay Plus for all Numbers supplied by IP3 Telecom regulated by Phonepay Plus to ensure that the particular application of any Numbers regulated by Phonepay Plus is registered with or certified by Phonepay Plus in accordance with Phonepay Plus Code of Practice.
5.10. The Customer shall provide IP3 Telecom with any information that IP3 Telecom requires to comply with the Phonepay Plus Code of Practice. The customer shall allow IP3 Telecom to retain the information collected and the records of any enquiries made and responses to those inquiries and a copy of all evidence obtained, and make those records and copies available to Phonepay Plus. The information shall include (but is not limited to) the following:
5.10.1. The full address of where The Customer is located and (if different) the address within the UK where they may be contacted;
5.10.2. In the case of The Customer being a limited company, its registered number and the name and home address of each of the directors;
5.10.3. The name of the director with primary responsibility for premium rate services;
5.10.4. The name of the person responsible for the day-to-day operations of The Customer’s premium rate services;
5.10.5. Phone and fax numbers and email addresses and clear evidence of the identity of the individuals named under 5.10.3 and 5.10.4 above, enabling contact to be made with any of them at all necessary times;
5.10.6. Satisfactory evidence that The Customer has sufficient financial and other resources necessary to discharge their obligations under the Phonepay Plus Code of Conduct in the light of their intended premium rate services;
5.10.7. A copy of the registration number given to The Customer by Phonepay Plus on completion of registration as an Information Provider.
5.11. The Customer shall at all times keep IP3 Telecom fully indemnified against all claims, fines levied, and actions taken against IP3 Telecom by Phonepay Plus in respect of the supply of any Numbers or Service, or support of any Numbers or Service by the Customer either in its own right or on behalf of or in conjunction with any of its customers.
5.12. IP3 Telecom shall be under no liability in respect of any defect in the Service arising from any drawing, design or specification supplied by the Customer.
5.13. IP3 Telecom agrees to provide the services to the Customer upon the Terms contained in this Agreement.
6. INTELLECTUAL PROPERTY
6.1. All Intellectual Property and other proprietary rights in respect of the Services provided by IP3 Telecom to the Customer shall remain vested at all times in IP3 Telecom.
6.2. Copyright and all other forms of ownership, including industrial and intellectual property rights, in all documents and operating programs for software operated systems, whether illegible or machine readable form, provided to the Customer shall at all times remain vested in IP3 Telecom which grants to the Customer an non exclusive non transferable licence to use any such software for the purpose of using the Services and for no other purpose whatsoever.
6.3. The Customer shall not reproduce any such software nor make any modifications or additions to it, shall keep any such software in confidence and undertakes not to disclose any material as referred to in this clause or any part thereof or copies of the whole or any part thereof to any third party without the prior written consent of IP3 Telecom.
7. NON-ASSIGNMENT
7.1 Neither party shall assign or delegate or otherwise deal with any or all of its rights and obligations under this agreement without prior written consent given by the others, duly authorised representative. IP3 Telecom shall have the rights to assign or otherwise delegate all or any of its rights and obligations hereunder to associate companies.
8. LIMITATIONS OF LIABILITY
8.1. IP3 Telecom shall not be liable to the Customer for any losses or damages sustained by the Customer as a result of:-
8.1.1. The failure of the suppliers main line equipment or supply
8.1.2. The negligence or default of the Customer
8.1.3. Mains electrical power
8.1.4. Fault of any public telecommunications operator line, equipment or supply
8.2. IP3 Telecom will not be liable to the Customer in contract or otherwise including any liability for negligence or any loss of revenue, business, anticipated savings and profits or any loss of use or value of any equipment including software or for and indirect or consequential loss however arising.
8.3. Any liability which IP3 Telecom shall have to the Customer under this agreement shall be limited to the total monthly service charge payable under this agreement in aggregate.
8.4. This agreement shall not exclude IP3 Telecom from liability from the negligence of IP3 Telecom or their Suppliers while acting in the course of their employment provided that in no case shall the amount of such liability exceed one million pounds. IP3 Telecom do not exclude or restrict liability for death or personal injury caused by their negligence for fraud or for any other liability which cannot be excluded by Law.
8.5. Subject to clause 8.4, any claim by the Customer which is based on any defect in the quality or condition of The service shall be notified to IP3 Telecom within 7 days from the date of delivery or, where the defect was not apparent on initial inspection, within a reasonable time after discovery of the defect. If the Customer does not notify IP3 Telecom accordingly the Customer shall not be entitled to reject The service and IP3 Telecom shall have no liability for such defect and the Customer shall be bound to pay the price of The service being delivered in accordance with the Agreement.
8.6. Subject to clause 8.4, where any valid claim in respect of any of The services which is based on any defect in the quality or condition of The services is notified to IP3 Telecom in accordance with this Agreement IP3 Telecom’s liability shall be limited to repair or replacement of The services (or the part in question) or at IP3 Telecom’s sole discretion refunding to the Customer the price of the Services (or a proportionate part of the price) and IP3 Telecom shall have no further liability to the Customer.
9. TERMINATION
9.1. Without prejudice to its other rights IP3 Telecom shall have the right to charge the Customer in the event of early termination of this agreement calculated on the minimum spend specified overleaf multiplied by the remaining term of this agreement.
9.2. Without prejudice to its other rights IP3 Telecom shall have the right to terminate this Agreement forthwith by notice in writing to the Customer and to disconnect the Service and to claim for any damages losses or expenses from the failure:-
9.2.1. of the Customer to make full and punctual payment
9.2.2. to observe obligations
9.2.3. the making by the Customer of any composition or arrangement with its creditors
9.2.4. In the event of termination of this agreement whether by expiry of time notice breach or otherwise the Customers agrees to immediately pay IP3 Telecom all sums payable under this Agreement.
10. CONFIDENTIALITY
10.1. IP3 Telecom will treat all information supplied by the Customer as confidential. However, should it be served with an appropriate Court Order IP3 Telecom will be legally advised to co-operate with all law enforcement agencies in disclosing whatever information may be required about the Customer.
10.2. Unless permitted pursuant to this Agreement the parties agree to keep confidential all information relating to the business affairs of the other disclosed to it by the other party. The obligation of confidentiality shall not apply to information which is in the public domain other that by breach of the terms of this Agreement by the receiving party.
11. AMENDMENTS
11.1. The Customer understands that the services set out overleaf do not belong to and shall not become the property of the Customer and nor do they belong to IP3 Telecom but remain the property of the supplier.
11.2. Since the supplier is entitled at their sole discretion at any time to withdraw or change any telephone number preferred ordered allocation to or used by the Customer under this agreement IP3 Telecom shall be entitled at any time to withdraw or change any telephone number used by the Customer upon giving the Customer reasonable prior notice in writing to that effect.
11.3. IP3 Telecom will have the right to change the software and hardware from time to time to ensure, so far as it is reasonably able, that it is the most mutually practical and commercially suitable for the services provided at the time.
11.4. The Customer accepts that it shall acquire no rights whatsoever in the services and shall make no attempts to apply for registration of the same as a trade or service mark whether on its own or in conjunction with some other words or trading style.
11.5. The Service provider shall have the right by notice in writing to the Customer to modify the Agreement at any time so as to comply with any relevant regulations or other requirements applicable to or imposed on it by the Supplier or by any competent authority provided such modification is in writing and signed by a duly authorised representative of the Service Provider.
12. FORCE MAJEURE
Neither party shall be liable to the other for loss or damage which may by suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, weather, failure, or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out trade dispute or other labour disturbance, or any other technical problems beyond IP3 Telecom’s control.
13. ENTIRE AGREEMENT
13.1. This agreement shall be governed by and construed and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English Courts.
13.2. This agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written and this agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party hereto.
13.3. All Agreements on the part of the Customer which comprise of more than one person or entity shall be joint and several.
13.4. This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled but without prejudice to any rights which have already accrued to either of the parties.
13.5. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.
13.6. By signing this agreement, the Customer thereby agrees to the total exclusion of all its terms and conditions of business from this agreement.
13.7. Any Director or representative of a limited Company who signs on behalf of the Customer will be deemed an authorised signatory and thereby guarantee the Customer’s acceptance of its obligations under this agreement.
13.8. Severance
If any provision of this agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received by either of the parties from any competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Service provider it may be severed from this Agreement.
13.9. Notices
Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown at the head of this Agreement or by a facsimile transmission or by electronic mail or by telex and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail or by telex to the correct facsimile number or electronic mail number of the addressee with correct answerback.
13.10. Arbitration
All disputes or differences which shall at any time arise between the parties, whether during the Minimum Period or afterwards touching or concerning this Agreement, or its construction or effects or the rights by virtue of it, or otherwise for any other matter in any way connected with or arising out of the subject matter of this Agreement shall be referred to a single arbitrator to be agreed upon by the parties, or in default of Agreement to be nominated by the president for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force.