terms & conditions
PREMIER CHOICE TELECOM LIMITED Terms and Conditions for the Provision of Network Services
This Agreement, together with the Network Service Order Acknowledgement represents the entire agreement between Premier Choice Telecom Limited (the Service Provider) and the Subscriber named on the Order Form for the provision of Premier Choice unless otherwise agreed by both parties in writing.
The Subscriber hereby agrees that the Agreement cannot be modified by its own terms and conditions of business. The Agreement can be modified from time to time by the Service Provider by giving the Subscriber not less than 28 days notice to the
Subscriber. The Subscriber acknowledges that they have not relied upon any oral or written representation made to it by the Service Provider or its employees or agents and that it has made its own independent investigations into all matters relevant to the Agreement.
1. Definitions
The meanings of various terms set out in the Agreement are:-
“Act” the Telecommunications Act 1984 and any amendments to the Act which may be made from time to time.
“Agreement” the Agreement between the Service Provider and the Subscriber entered into on the date set out overleaf on the Order Form for the provision of Network Services
“Calls” the provision of per minute access network capacity required for telephone calls and data transmission via the public switched telephone network.
“Connection Date” the date of this Agreement as set out overleaf on the Order Form or the date when the Service Provider commences the supply of the Network Services whichever is the earliest.
“Line Rental” the provision of lines to carry telephone calls and data transmission
“Minimum Contract Term” the initial minimum term stated overleaf on the Order Form, being a minimum of 12 months from the Connection Date
“Network Carrier” the company supplying network capacity to the Service Provider
“Network Services” the provision of Calls and Line Rental
“Order Form” the subscriber order form overleaf setting out details of the line rental required
“Service Provider” Premier Choice Telecom Ltd together with its employees and agents
“Subscriber” the company, business or person specified on the Order Form
2. Provision of Premier Choice Telecom
Premier Choice Telecom Limited shall provide to the Subscriber the Network Services from the Connection Date, subject to and on the terms of this Agreement. The Service Provider reserves the right to refuse to connect any customer.
3. Duration
This Agreement shall come into full force and effect from the Connection Date and shall continue from the Connection Date for the agreed Minimum Contract Term. This Agreement shall be capable of termination if prior to the end of the Minimum Contract Term either party shall have given to the other not less than 28 days prior written notice of termination, such notice to expire at the end of the Minimum Contract Term, failing which this Agreement shall automatically continue for a further period of 12 months
(“Renewal Term”). None of the foregoing shall prejudice either party’s rights to terminate this Agreement during the Minimum Contract Term or the Renewal Term, if such termination is in accordance with the provisions set out in Clause 9.
4. Conditions for the Use of Premier Choice Telecom
The Subscriber shall be responsible for the safe custody and safe use of the Network Services and any related equipment after installation of the Network Services and without prejudice to the generality of the foregoing, the Subscriber agrees and undertakes to the following conditions of use:-
a) To comply with the Act and all other relevant regulations or licences.
b) To use the Network Services in accordance with such terms and conditions as may be notified by the Service Provider from time to time.
c) Not to use the Network Services to communicate any material that is offensive, abusive, obscene, pornographic, menacing, or for hoax calls to the emergency services.
d) Not to use the Network Services in a manner which constitutes a violation or infringement of the rights of any other party.
e) To maintain all telephone equipment in good working order at all times during the period of this Agreement and in conformation with the relevant standard and approval for the time being designated under section 22 of the Act.
f) To provide the Service Provider with all such information as it reasonably requests relating to the Subscribers telephone equipment.
g) Not to cause any attachments other than those approved for connection under the Act to be connected to the Network Services. The Service Provider has the right to disconnect any customer apparatus that it has not approved, in particular where it may cause personal injury or death, or where it may damage or impair the operation on the lines.
h) To provide the Service Provider reasonable access to the Subscriber’s premises where required for the performance of its duties and that the Subscriber grants the Service Provider, its agents and employees a licence to enter any premises where the lines are located.
i) The Subscriber shall indemnify the Service Provider against all liabilities, claims, damages, losses and expenses (including legal) on a full indemnity basis, arising directly or indirectly from any breach of the undertakings contained in Clause 4.
j) If the Subscriber requests maintenance or repair work which is found to be unnecessary the Subscriber may be charged for the work and the costs incurred (including where the Subscriber has damaged or otherwise damage has been caused to the telephone equipment).
5. Suspension of Services
The Service Provider has the right to immediately suspend the provision of Network Services at its sole discretion (without notice or compensation and without prejudice to the Service Provider’s right to terminate the Agreement at a later date) upon notifying the Subscriber either orally (confirming such notification in writing) or in writing in the event of the following:-
a) The Subscriber is in material breach of the terms of this Agreement including for the purposes of this Agreement, its failure to pay monies due to the Service Provider or any third party to whom the payment of such monies has been assigned by the Service Provider or otherwise the Service Provider has appointed such third party to act as its agent in the collection thereof.
b) The Service Provider believes that the Network Services are being used fraudulently.
c) The Service Provider believes that the Network Services are being used for the purposes set out in section 4c above.
d) The Service Provider is required to comply with an order or instruction of the court or request from Central or Local Government, the emergency services or other relevant administrative body.
e) The Subscriber shall reimburse the Service Provider for all reasonable costs and expenses incurred and expenses incurred by the implementation of such suspension and or/the recommencement of the provision of the Network Services, but only where the suspension was implemented as a consequence of a breach, fault or omission on the part of the Subscriber. Any suspension of this Agreement shall not stop the Subscriber from paying the monies due in respect of the [Line Rental or Network Services] for the period of suspension.
6. Invoicing and Payment
a) The Subscriber shall be invoiced monthly by the Service Provider or any other third party who has been assigned the right to receive such monies for the Service Provider, or otherwise acts as an agent of the Service Provider in the collection of such monies and agrees to pay all charges in full and in cleared funds within 14 days of the date of the relevant invoice.
b) The Line Rental will be invoiced one month in advance of the Network Services provided.
c) The charges shall be such charges as set out in the Service Provider’s price list.
d) The Service Provider has the right to amend the charges in the price list from time to time by giving not less than 28 days notice to the Subscriber.
e) The usage charges for Calls invoiced to the Subscriber shall be calculated by reference to data logged by or on behalf of the Service Provider and not by reference to any data logged by the Subscriber.
f) Time of Payment to the Service Provider (or any other third party as aforesaid) shall be of essence.
g) The Subscriber shall pay any abortive visit fees in respect of any new installations and/or otherwise the costs of any cancelled installation if the same is cancelled prior to the expiry of any Minimum Contract Term or Renewal Term.
h) The Subscriber agrees to pay the invoices by Direct Debit; otherwise a monthly charge of £1.50 will apply. The Direct Debit will be taken within 14 days of the invoice date.
i) The Subscriber agrees to pay the invoices in full without withholding, off setting or deducting any amounts whatsoever that is invoiced and due to the Service Provider, or any third party (as aforesaid).
j) Service Provider reserves the right to charge daily interest on all amounts outstanding after 14 days after the date of the invoice until payment in full is received, at a rate equal to 4% per annum above the base lending rate from time to time of National Westminster Bank Plc, whether before or after judgment. Interest shall accrue notwithstanding termination or suspension of this Agreement.
k) Without prejudice to the provisions contained elsewhere in this Agreement, any disputes in respect of an invoice must be made within 30 days of the date of the relevant invoice failing which no dispute shall be considered by the Service Provider and in any event such a dispute shall be made in good faith by the Subscriber.
l) In the event that this Agreement is terminated for whatever reason and all sums are not paid to the Service Provider (or any third party as aforesaid), in accordance with the terms hereof, the Service Provider reserves the right to charge the Subscriber for its administration and legal charges up to and prior to commencing any legal proceedings at the rate of £60 per hour of time spent chasing the overdue amounts. All sums referred to in this Agreement are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced.
m) The Service Provider additionally reserves the right in respect of commercial Subscribers to charge interest on any unpaid invoices at the prevailing reference rate pursuant to the provisions of the ‘Late Payment of Commercial Debts (Interest) Act 1998’ from the date on which payment of any invoice is due Such interest will accrue on a daily basis until payment. In addition, in the event of late or non-payment of the account, the Service Provider shall reserve its statutory rights to claim compensation for its debt recovery costs pursuant to the Late Payment Legislation including EU Directive 2000/35/EC.
7. Liability – THE SUBSCRIBERS ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE
a) The Service Provider’s entire liability in contract, tort or otherwise shall be limited to £3,000 in any one incident and£5,000 in total for any series of incidents in any twelve month period. This liability relates solely to the performance of the Service Provider’s obligations in the Agreement.
b) The Service Provider shall not be liable to the Subscriber for any loss or damage caused by the breach of any provision of this Agreement due to any reason outside of the control or responsibility of the Service Provider, including without limitation the failure of the Network Carrier to provide Network capacity or the failure of any equipment supplied by any third party, telecommunications equipment operator to the Service Provider, on which it was reliant for the purpose of this Agreement. The following are examples only of reasons outside the control of the Service Provider; Act of God, failure or shortage of power supplies, internet failure, computer viruses, flood, drought, inclement weather, lightening strike, fire, strike or other labour dispute, any Act or omission of Central or Local Government.
c) The Service Provider shall not in any event be liable to the Subscriber or any third party in contract, tort or otherwise (including negligence) for any loss of business, contracts, anticipated savings or for any indirect, consequential or incidental loss or other damages howsoever arising, or for any loss of revenue, cost savings or profit.
d) The Service Provider shall not be liable to the Subscriber for any delay in either providing a Connection Date to the Subscriber or any other reason for delay in connection.
e) In the event that the Network Service fails to operate and the Subscriber diverts traffic to another carrier, the Service Provider will not be responsible for that carrier’s charges.
e) Nothing in this Agreement shall limit, restrict or exclude the Service Provider’s liability for death or personal injury resulting from the negligence of the Service Provider or of its employees while performing their duties on behalf of the Service Provider.
8. Assignment
a) The Service Provider may assign or delegate any rights and obligations under this Agreement. The benefit and the burden of the Agreement may be assigned by the Service Provider.
b) The Subscriber may not assign its rights or obligations under this Agreement.
9. Termination
a) This Agreement may be terminated by either party if there is a material or persistent breach of the terms of this Agreement. In cases where the either party believes that the breach is capable of remedy then a period of 7 days from the day of the notice may be given to remedy the breach. In the circumstances, the Service Provider may terminate the Agreement immediately either orally (followed by confirmation in writing) or in writing to the Subscriber. In the event the Service Provider fails to remedy such breach as aforesaid, the Subscriber may only terminate the Agreement or any or all of the Network Services having first notified the Service Provider in writing of its intention to terminate such Network Services
b) The Service Provider may terminate the Agreement immediately in the event that a receiver or receiver and manager (whether voluntary or not), liquidator (other than for the purposes of amalgamation or reconstruction) or trustee in bankruptcy is appointed in respect of the whole or part of the assets and undertaking of the Subscriber or where the Subscriber enters into an arrangement with its creditors, or if the Subscriber becomes unable to pay its debts within the meaning of s123 of the Insolvency Act 1986, or other circumstances which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order.
c) The Service Provider may terminate this Agreement if the Subscriber fails to make any payments when due.
d) The Service Provider may terminate this Agreement immediately in the event that any licence required to operate is revoked, significantly amended or ceases to be valid or otherwise any payment due hereunder to the Service Provider ( or any other third party as aforesaid) is due and owing.
e) The Subscriber may cancel this Agreement prior to the Connection Date by giving written notice, but will be required to pay any reasonable charges that the Service Provider has incurred to date.
f) If telephone lines are being used for criminal purposes, the Service Provide shall reserve the right to terminate the Network Services immediately.
g) Either party may terminate the Agreement at the end of the Renewal Term by giving 28 days written notice to the other party. Where such notice is given the notice must be sent by registered post to the Service Provider.
h) Where the Subscriber terminates this Agreement before the end of the Minimum Contract Term or Renewal Term, the Subscriber shall be liable to pay the Service Provider compensation equivalent to the whole of the Line Rental charge and the normal Call charges for the remainder of the Minimum Contract Term or Renewal Term. Such call charges to be calculated at a daily rate not exceeding the maximum charges incurred on any one day prior to termination. Such charges to be applied at the Service Providers absolute discretion. All of the foregoing sums shall be invoiced in one final single sum which will be due in full immediately upon the Service Provider invoicing the Subscriber in respect of the same.
i) For the avoidance of doubt in the event that the Subscriber fails to use the Network Services as anticipated by the Agreement, and notwithstanding the Service Providers right to regard such failure as a repudiatory breach of this Agreement, The Service Provider reserves the right to charge the Subscriber the monthly average spend for the Network Services from the Connection Date to the diminution in use of the Network Services for the remainder of the Minimum Contract Term or Renewal Term (“Average Spend Charge”) . Without prejudice to the Service Providers right to regard any termination or material diminution in use of the Network Services by the Subscriber as a material breach (which the parties hereby agree would be a material breach save where this Agreement or the Network Services are terminated by the Subscriber pursuant to the Service Provider’s breach under clause 9(a)).
j) In addition, if a Subscriber cancels part only of the Network Services provided before the end of the Minimum Contract Term or Renewal Term, then the Subscriber shall be liable to pay compensation to the Service Provider in respect of the cancelled element of the Network Services for the remainder of the Minimum Contract Term or Renewal Term. Without prejudice to the Service Providers right to regard any part cancellation in the use of the Network Services by the Subscriber as a material breach (which the parties hereby agree would be a material breach save where this Agreement or the Network Services are terminated by the Subscriber pursuant to the Service Provider’s breach under clause 9(a)).
10. Legal
a) This Agreement shall be governed by and interpreted in accordance with English Law and the parties hereby submit to the jurisdiction of the English Courts.
b) Implied Terms shall be excluded to the fullest extent permitted by law.
c) Any Director or representative of the subscriber will be deemed to be an authorized signatory and thereby guarantee the Subscriber’s acceptance of its obligations under this agreement.
d) Failure of either party to exercise or enforce any right within this Agreement shall not be deemed to be a waiver of such right.
e) The Contract will not become binding until the Subscriber becomes connected.
f) This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all previous agreements, representations made by either party, whether oral or written between the Service Provider and the Subscriber. This Agreement may only be modified by the Subscriber if such modification is in writing and signed by a duly authorised representative of each party.
g) Any notice, invoice or other document which may be given by the Service under this Agreement shall be deemed to be duly given if left at or sent by post to an address to which notices, invoices or other documents have been sent, or the Subscriber’s usual or last known place of abode or business, or if the Customer is a limited company, its registered address. The Service Providers address for the service of any notice by the Subscriber under this Agreement shall be such address as is shown on the last invoice rendered to the Customer or such address as the Service Provider may prescribe for that purpose.
h) This Agreement is made for the benefit of the parties to it and (where applicable) to their successors and assigns and is not intended to benefit, or be enforceable by, anyone else.
11. General
a) The headings of the clauses are for convenience only and shall not affect their construction or interpretation.
b) The Service Provider reserves the right to make any changes in the specification of the Network Services to be provided which are required to conform with any applicable EU or national requirements.
c) If any dispute or differences shall arise between the Subscriber and the Service Provider in any way arising out of this Agreement or in connection with any supply of the Network Services and the subject of such difference or dispute is within the United Kingdom, such dispute or claim may at the option of the Service Provider be referred to the arbitration of a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators, in accordance with the provisions of the Arbitration Act 1996. Such arbitration shall be conducted in London in the English language and the determination shall be final.
d) This Agreement is believed to be fair and reasonable and reflects the pricing and insurance arrangements of the Service Provider. If the Subscriber believes that this Agreement is not fair and unreasonable, the Subscriber should advise the Service Provider of this in writing prior to entering into the Agreement.
