terms & conditions...
DATATEL NETWORKS LIMITED
TERMS AND CONDITIONS FOR THE PROVISION, DELIVERY AND BILLING OF TELECOMMUNICATION, DATA TRANSFER AND INTERNET SERVICES
1. Pre-contractual notices
(a). This agreement is an on-line agreement. You are therefore not required to sign and return it in order to be bound by its content. You are not obliged to accept this agreement. However, your attention is brought to Paragraph 5 below, which clearly defines the conditions under which this agreement between you and us shall commence and the duration of its term. If you have any queries relating to this agreement, then please contact us. Our contact details can be found on the web page www.datatel-networks.com/contact-us
(b). From time to time we will update these terms and conditions. Each time we update them we will publish the updated version on our website page www.datatel-networks.com/terms_and_conditions.htm and, in order that you can refer to them, we will retain a copy of the pre-updated terms and conditions, on our website page www.datatel-networks.com/terms_and_conditions_old
(c). We will inform you whenever changes occur to our terms and conditions via a notification on our monthly invoice to you, and if you do not write to us within 5 (five) working days of our notification, clearly stating which changes you do not accept. It will be assumed that you have seen our notification to you that our terms and conditions have been changed, read the latest version of them and, found them to be acceptable.
In these conditions (unless the context otherwise requires) the "Act" means the Telecommunications Act 1984 and any amendments, modifications re-enactment or replacements of the Act that may be made from time to time. "We", "us" and "our" means Datatel Networks Ltd., and its successors in title and assigns from time to time. The "Contract" means the contract between you and us for the provision of Services. The "Hire Agreement" means the hire agreement for the hardware (if any) made between the Customer and the Company of even date herewith. "You" and "your" means the person or firm with whom the Contract is made. The "Services" means the telecommunications services to be supplied by us pursuant to the contract.
(a). These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by you to us and the provision of these conditions shall prevail unless expressly varied in writing and signed by a Director on our behalf. Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.
(b). Any concession made or latitude allowed by us to you shall not affect our rights under the Contract.
(c). In the event that a service(s) we have provided to you that were subject to a Contract is/are upgraded/enhanced or modified in any manner whatsoever, as a result of your request, then the terms and conditions of this contract shall supersede the terms and conditions of the previous contract that you agreed to enter into.
4. The Services
(a). We undertake to provide you with the Services in accordance with these conditions.
(b). If appropriate, you authorise us, our agents, employees or other authorised personnel to reprogram and/or install access equipment, in order to provide the Services.
(c). All times, dates and periods given for performance of the Services are given in good faith, but without responsibility on our part.
(d). You acknowledge that in order to avoid delays occurring in the ordering process we will need to be notified by British Telecommunications Group Plc., (hereinafter referred to as "BT") and/or any other of your existing incumbent(s) of any products or Services presently in use on your line(s) which are both compatible and incompatible with the Services BT and/or any other of your existing incumbent(s) provide to us. BT and/or any other of your existing incumbent(s) are under a strict duty not to disclose information about one of their customer's telecommunication services to a third party unless their customer has consented to such disclosure. Upon entering into this Contract you give consent to BT and/or any other of your existing incumbent(s) to disclose such information to us.
5. Length of the Contract
The Contract shall come into force on and with effect from the date of acceptance by us of your order and (unless otherwise agreed by us in writing) shall continue from the date of our first sales invoice to you for a minimum period of 12 (twelve) calendar months from the date of our first sales invoice to you for the Services ordered and continue thereafter until such time as you provide us with 12 (twelve) calendar months notice that you wish the contract for the supply of the services to you to end. Or, the services we are providing to you to move to the account of another provider.
6. Your use of the Services
(a). It is agreed by you that at any time we can change our preferred method of routing your telecommunications and / or internet Services we have provided.
(b). It is expressly agreed by yourselves to not route any telecommunications calls over the Services we have provided via a third party providers network (Indirect Access) without our prior consent to you in writing. In the event that you do use Indirect Access methods without our consent, we shall give you five working days notice to de-provision the Indirect Access. If you fail to do so, we shall temporarily suspend our Services to you until such time as you confirm that you have de-provisioned all Indirect Access. Once confirmed, we shall levy a £40.00 GBP (forty GB pounds) "Indirect Access re-connection" administration charge per line and/or circuit and, you will be liable to us for the loss of revenue we would have suffered. We shall levy a charge for this loss on your next monthly invoice. The loss of revenue sum we would have suffered will be based on the previous three months average monthly billing (net of VAT) of the amount we invoiced you for your telecommunications calls, either in full, or, (if for example you routed via Indirect Access, only your telecommunications calls to numbers prefixed 07xx) in part. An example of how the amount due will be calculated is as follows:-
An amount due calculated as being £239.92 will be shown on your monthly Invoice Report as:-
Avg. of £226.12, £258.23, £235.41 | Clause 6 (b) - Indirect Access Penalties | £239.92
£239.92 is calculated from your "Total Call Charges" amounts, as per those levied on your previous 3 month's Invoices
Invoice No. 18491 Dated 31/08/2016 £226.12
Invoice No. 18578 Dated 30/09/2016 £258.23
Invoice No. 18668 Dated 31/10/2016 £235.41
The average of the 3 amounts above being £239.92
***END OF EXAMPLE***
(c). In the event that you refuse to de-provision or desist from using Indirect Access methods, we shall permanently cease your services without notice to you, and (in a bid to prevent you and/or another provider from bringing your services' phone numbers back into service) we shall invoke any or all of the conditions as outlined in Clauses 8 (c2) to 8 (c5) of this agreement.
(d). You undertake not to contravene the Telecommunications Act 1984 nor any other relevant regulations or licenses regarding the provision and use of the telecommunications services we provide to you.
(e). You shall ensure that your telecommunications apparatus shall at all times conform to the relevant standard(s) (if any) under the Act and we shall not be under any obligation to connect or keep connected any of your apparatus if it does not conform or if in our reasonable opinion it is liable to cause death, personal injury or to impair the quality of any Services provided by us or to put us in breach of our obligations to any third party. You shall also comply with all relevant statutes, regulations or other regulations in force from time to time.
(f). You undertake to use the Services in accordance with the Act, and any license granted there under.
(g). You further undertake not to use the Services; as a means of communications for a purpose other than that for which the Services are provided; for the transmittance of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which when transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.
(h). You shall indemnify us from all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection or in breach of any provision of the Contract.
7. Our Access to your Premises
You shall permit or procure permission for us, our agents, employees and other persons authorised by us to have access to your premises in order that we can have access to any equipment that we have provided.
8. Suspension of Service
(a). We may at our sole discretion upon giving you written notice elect to suspend forthwith our Services until further notice without compensation to you.
(b). In the event that we temporarily suspend our Services to you as a result of your failure to pay our invoice to you by its due date, and you request we re-instate our Services to you. You agree to pay, in advance of our Services being re-instated to you; a sales invoice we shall issue to you for a value, equal to no more than three months average monthly billing for the Services (net of VAT) and a £40.00 GBP (forty GB pounds) re-connection administration charge per line and/or circuit. The amount you pay to us in respect of the sales invoice, less the £40.00 GBP (forty GB pounds) re-connection administration charge(s) will be held on account by us as a security bond, until such time as our telecommunication Services to you are de-provisioned and a final account has been reconciled by us.
An example of how we will calculate the amount due in the sales invoice is as follows:-
This invoice is issued in accordance with Clause 8b of our Terms and Conditions and must be paid in full, along with any other amounts outstanding , prior to the temporary suspension of your services being removed. A statement listing the total amount due (to be paid to us) will be sent to you separately. Please fax a copy of your proof of payment to our Fax number 0845 310 0084
Invoice No. 18491 Dated 31/08/2016 £442.13 (Net of VAT amount £376.28)
Invoice No. 18578 Dated 30/09/2016 £428.09 (Net of VAT amount £364.33)
Invoice No. 18668 Dated 31/10/2016 £280.86 (Net of VAT amount £239.03)
The average of the 3 Net of VAT amounts above is (£326.54666) multiplied by 3 equals a sum due of:- £979.64 + VAT
***END OF EXAMPLE***
(c). If payment of the sales invoice we issue to you in accordance with Clause 8(b) and payment of all other amounts outstanding is not received by us within five working days from the date we issue the Clause 8(b) invoice to you, you will be liable to us for the loss of revenue we would have received during the remainder of the Contract period. An example of how we will calculate the amount due as a result of loss of revenue can be found under clause 11(g) of this agreement. Furthermore, we shall either;
(c1). Permanently cease your services, or (in a bid to prevent you and/or another provider from bringing your services' phone numbers back into service) we shall also either;
(c2). Migrate/port them to the account of another provider, and/or;
(c3). Provision them onto a messaging service that redirects callers to dial an alternative phone number that generates a "NU" number unobtainable tone when called, and/or;
(c4). Allocate them to a third party for their use, and/or;
(c5). Retain them indefinitely.
9. Our Liability
(a). In these Conditions we do not exclude or restrict our liability for death or personal injury resulting from our negligence of our employees while acting in the course of their employment insofar as the same is prohibited by the United Kingdom statute.
(b). In the event that the Services fail and it is deemed necessary by us that your telecommunications are to be delivered by another carrier, we shall not be obliged to pay any charges incurred with the carrier(s) and you agree to indemnify us from any expenses we may incur.
(c). Nothing in these Conditions shall impose any liability upon us in respect of any non-performance of Services which are not performed in accordance with the Contract arising out of your own acts, omissions, negligence or default.
10. Charges and Payment
(a). Our monthly invoice to you for your services during the continuance of the contract will be dated with the last day of each calendar month. Payment of your monthly invoices must be received by us by the 15th calendar day of the following month and, it is agreed by you that payment will be made to us via a Direct Debit Mandate. If payment is not received by the 15th calendar day of the following month we:
(a1). Are at liberty to levy a "Late Payment Penalty" charge of £25.00 GBP (twenty five GB pounds) on your next month's invoice.
(a2). Shall not provide any assurance (fault handling) support / repair services in the event that one of your circuits (or pieces of hardware which we maintain under a separate maintenance contract with you) should develop a fault.
(a3). Shall not process any of your MAC (move, add or change) requests to the configuration of your circuits (or pieces of hardware which we maintain under a separate maintenance contract with you).
(b). If payment of your monthly invoice is not made by Direct Debit Mandate, we are at liberty to levy a "Non Direct Debit Payment Fee" of £25.00 GBP (twenty five GB pounds) on your next month's invoice.
(c). In the event that our monthly invoice to you is not paid prior to the day that your next month's invoice is produced (the last calendar day of the following month), we shall be entitled to change your Call Tariff rate and Service Charges rate to bill all your Calls and all your Service Charges at BT Retail's Standard "non-discounted" sell tariff rates.
The additional Service Charges levied will be shown on your Invoice Report as per the following example:-
PSTN Line 01/11/2016 to 30/11/2016 | Clause 10(c) - BTR Rental Rate Adjustment | £4.87
(£4.87 being the difference between the normal monthly charge for a "PSTN Line" @ £10 and BT Retail's Standard "non-discounted" monthly charge for a PSTN Line @ £14.87 - NB. These prices vary).
***END OF EXAMPLE***
A comparison between your discounted call rate and the increased value of your Calls (to BT Retail's Standard "non-discounted" sell tariff) will not be provided. Your calls will be re-rated to BT Retail's Standard "non-discounted" sell tariff and itemised accordingly
(d). Without prejudice to any other provisions of this Agreement if you have defaulted payment of one month's invoice, we reserve the right to serve written notice to you that we require you to provide, or procure the provision of such security of your obligations under this Agreement in such form as we may require within thirty (30) days of such notice which may include amongst other things:
(d1). The provision of bank guarantees;
(d2). The provision of personal guarantees and/or parent company guarantees; and
(d3). The making of advance or accelerated payments.
(e). We are entitled (both before and after any judgment) to charge daily interest under the Late Payment of Commercial Debts (Interest) Act 1998, at the rate set via the Amendment to the Act on 7 August 2002, of +8%, on amounts outstanding after the payment due date of our invoice(s). Interest shall continue to accrue until payment is received in full. An example of how the amount of interest due will be calculated and levied is as follows:-
Your Invoice No. 18491 Dated 31/08/2016 for the amount of £442.13 was due to be paid on 14/09/2016 but payment was not received until 03/10/2016.
Debt amount: £442.13
Bank of England Interest Rate during Unpaid Period: 5.5%
Late Payment Interest Rate: 8%
Total Interest Rate Applied: 13.5% (5.5%+8%)
Daily rate: £0.1635
The interest amount due calculated, £3.27, will be shown on your Invoice Report as:-
Inv. No. 18491, £442.13, due 14/09 paid 03/10 | Clause 10e - Late Payment Interest | £3.27
***END OF EXAMPLE***
(f). In the event that a payment you make to us is either returned or rejected by your bankers, or forwarded by your bankers to a 3rd party banker for payment, we shall be entitled to levy a £50.00 GBP (fifty GB pounds) administration charge against your account with us.
(g). In the event you request a monthly invoice is posted to you in an envelope via the mail postal system, we shall be entitled to levy a £10.00 GBP (ten GB pounds) monthly administration charge (per invoice) against your account with us on your next month's invoice. 50% (fifty per-cent) of the charge we levy will be passed on to the benefit of "The Rainforest Foundation" UK Registered Charity No. 801436.
(h). We shall be entitled to increase your Call Rate and Service Charge rates at any time and shall give to you thirty days notice of any such increases, such increases shall take effect after the expiry of such notice.
(i). If you are not present to give access to our engineer(s) or, to our sub-contracted engineer(s) at the date and time (am or pm) that has been confirmed to you, for the provision of new services or, for the repair of, or change(s) to your existing services, an "Engineer Aborted Visit" charge will be levied for the amount of £140 (one hundred and forty GB pounds).
(j). If our "call-out" engineer(s) or, our sub-contracted engineer(s) find that a fault you have reported with us is caused by equipment that we, or our sub-contractor(s) do not have any responsibility to maintain, an "Engineer Call Out" charge will be levied for the amount of £140 (one hundred and forty GB pounds). Plus any "Engineer Time Related" charges (TRC's) at the rates quoted in clauses (l1) to (l4).
(k). If after instructing us to provide / install new services or process a move, add or change (MAC) order to one of your existing services you decide to cancel your order at any time or day after 4pm on the day before the Customer Required Date (the date we have confirmed to you the work will be performed) you will be liable to pay a "Provision Cancellation Charge" for the full amount we quoted for the provision of the service(s) including any TRC or ECC related charges which we are unable to prevent from being performed.
(l). The price for the new provision / installation of services or for a move, add or change (MAC) order to be performed to one of your existing services, will be quoted to you at the time of your order. However, the prices we quote are always subject to survey, the result of which, may mean that additional "Time Related Charges" (TRC's) and / or "Excess Construction Charges" (ECC's) are to be added to the amount originally quoted for your order to be completed. Our TRC and ECC rates for works performed Mon-Fri 08:00 to 17:00 are as follows:-
(l1). TRC Band 1 - Up to 2 Hours - Rate = £250 (GB Pounds)
(l2). TRC Band 2 - Up to 4 Hours - Rate = £500 (GB Pounds)
(l3). TRC Band 3 - Up to 6 Hours - Rate = £750 (GB Pounds)
(l4). TRC Band 4 - Unlimited - Rate = £125 (GB Pounds) per hour
(l5). ECC Band 1 - £240.00 (GB Pounds)
(l6). ECC Band 2 - £480.00 (GB Pounds)
(l7). ECC Band 3 - £720.00 (GB Pounds)
(l8). ECC Band 4 - £1,200.00 (GB Pounds)
(l9). ECC Band 5 - £2,000.00 (GB Pounds)
(l10). Works performed outside of the hours Mon-Fri 08:00 to 17:00 are subject to an "Out of Hours Supplement" (OOH) charge of an additional 25% (twenty five percent).
(m). If after instructing us to process a "Move, Add of Change" (MAC) order to your existing services you subsequently cancel your request, a "MAC Cancellation" charge of £35 (thirty five GB Pounds) will be levied, per cancellation order we have to process.
(n). If after instructing us to transfer new services from the account of another provider into our account you decide to cancel your order before we have provided the services, you may do so without charge within seven working days after your order is placed. After seven working days a "Cancel Own" order Cancellation" charge of £35 (thirty five GB Pounds) will be levied, per cancellation order we have to process.
11. Termination of the Contract
(a). Notwithstanding any other provision of these conditions, either we or you (without prejudice to its other rights) may terminate this Contract with immediate effect by giving notice in writing to the other, in the event that; the other is in breach of any provision of the Contract and where such breach is remediable fails to remedy that breach within fourteen days of a written notice from the non-defaulting part specifying the breach; or the other is subject to bankruptcy or insolvency proceedings, or is making any composition or arrangement with creditors or assignment for their benefit.
(b). It is agreed by you that you will not be entitled to early termination of this contract.
(c). Prior to us agreeing to termination of the Contract, you agree to settle your account with us in full and either return any hardware that has been installed and not been paid for in full or pay for the cost of that hardware.
(d). In order to eliminate on-going charges (which result in the issuing of small valued invoices) after your contract with us has ended, we shall de-provision your CLI (calling line identity) phone number(s) from our provider's systems. For this service, you agree to pay a "CLI De-Provisioning Fee" of your services at a rate of £10.00 GBP (ten GB pounds) per Outbound CLI (calling line identity) phone number and per Non-Geographic Inbound CLI phone number. This/these de-provisioning charge(s) will be levied either via our invoice to you one month prior to your final invoice, or, via our final invoice to
(e). It is agreed by you that until such time that we provide you with a "unique release code", you will not be permitted to move the billing in respect of the access/rental charges and/or the call charges pertaining to any circuits or any telephone numbers that constitute a part of this contract, to the account of another company.
(f). Upon notification by you to us that you wish to terminate the Contract, you agree to pay a "Pro Forma" invoice we shall issue to you for a value equal to no more than three months average monthly billing (net of VAT) multiplied by 3 for your Services. The amount you pay to us in respect of the "Pro Forma" invoice will be held on account by us until such time as your telecommunications activities are de-provisioned from the Services. A final account will be reconciled by us and any funds due to you will be refunded within thirty days from the date we calculate your final account. An example of how we will calculate the amount due in the "Pro Forma" invoice can be found above, under clause 8(b) of this agreement.
(g). In the event that you terminate the Contract before its assigned date of expiration, you will be liable to us for the loss of revenue we would have received during the remainder of the Contract period. The loss of revenue sum will be based on the previous three months average monthly billing (net of VAT) for the Services by us to you. An example of how the amount due will be calculated is as follows:-
An amount due calculated as being £1,959.00 will be shown on your Invoice Report as:-
Avg. of £376.28, £364.33, £239.03 until 31.05.2016 | Clause 11g - Early Termination Fee | £1,959.00
£1,959.00 was calculated from your previous 3 month's Invoices
Invoice No. 18491 Dated 31/08/2016 £442.13 (Net of VAT amount £376.28)
Invoice No. 18578 Dated 30/09/2016 £428.09 (Net of VAT amount £364.33)
Invoice No. 18668 Dated 31/10/2016 £280.86 (Net of VAT amount £239.03)
The average of the 3 amounts above is £326.54666
£326.54666 is multiplied by 6. Which in this example, is the amount of months remaining until the end of the contract term (31.05.2016). Equalling a final sum due under clause 11g as:- £1,959.00.
***END OF EXAMPLE***
(h). Unless otherwise agreed in writing, in the event your outbound service lines cease to be operative on our account, your Non-Geographic (inbound services) telephone numbers will not be supported by us as stand alone products at our standard tariffs. A monthly fee of £10.00 GBP (ten GB pounds) will levied against each Non-Geographic (inbound services) telephone number on your account. You will be given the option of entering your Non-Geographic (inbound services) telephone number(s) into a new 12 (twelve) month contract with us at BT Retail's then current per minute call rates, plus a monthly rental charge 'per number' of £10.00 GBP (ten GB pounds). Failure to exercise this option within thirty calendar days from our notification to you will result in your Non-Geographic (inbound services) telephone number(s) being permanently ceased and, it will be your responsibility to bring them back in to service and, at your own cost.
12. Hardware devices supplied by us to you are subject to a maximum of twelve months warranty. All hardware replacements are subject to normal delivery costs and any hardware devices replaced under warranty that are not returned within 10 working days from receipt of the replacement will be charged for at their full replacement price.
13. Telecom Fraud
(a). If we were the provider and subsequent maintainer of your phone system, and remote access to it is possible via either an ISDN sub channel or an IP address, then we shall attempt to limit your liability in the event of you being subject to Telecom Fraud, by placing Outgoing Premium Rate Call Barring on your ISDN circuits and protecting your IP (internet protocol) telephony system by blocking Outgoing Premium Rate Calls over your IP Circuits and configuring an email / sms notification service if your daily spend exceeds an agreed amount of £ GB Pounds Sterling.
(b). Even though we might be the provider of your lines and/or manage the routing of your outgoing calls over those lines. If your line type(s) are not as per the aforementioned in clause 13a, then it is your sole responsibility to ensure no one can access your lines to make Fraudulent Calls.
(c). Whatever the financial outcome of any Fraudulent Calls you might be subject to, We shall not be liable for any costs, claims, damages or expenses arising from them and you shall be liable to pay for their cost to us within the timeframe of your normal monthly payment terms.
14. Matters beyond reasonable control
Neither we nor you shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation an act of God, inclement, weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock out, trade dispute or labour disturbances, any act or omission of Government, highways authorities, other public telecommunication operations or other competent authority.
15. Liability for loss of profits and or data
(a). We shall not be liable for any costs, claims, damages or expenses arising out of our negligence or out of our breach of contract or statutory duty calculated by your loss of profits or income production or by reference to the accrual or any such costs, claims, damages or expenses on a time basis.
(b). We shall not be liable for any costs, claims, damages or expenses arising out of our negligence or out of our breach of contract or statutory duty calculated by reference to any loss, anticipated savings or profits whatsoever, as a result of the corruption or destruction of data.
16. Limitation of Liability
Our aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed a sum equal to one month's billing (net of VAT) for the Services by us to you based on the average billing for the Services by us to you over the previous three months. An example of how we will calculate this amount can be found under clause 11(g) of this agreement.
Neither we nor you shall whilst the Contract is in force or thereafter, shall disclose any of the other's confidential information nor any details of the other's commercial or technical activities or policies except insofar as is strictly necessary for fulfilling its obligations hereunder and except for a disclosure required by statute or law and save for information which is or subsequently enters the public domain.
18. Assignment and sub-contracting
(a). We may assign or sub-contract the Contract either in part or in whole, without your prior written consent.
(b). You may assign or sub-contract the Contract either in part or in whole, however, your liability under the terms of the Contract will remain in force for the period of the Contract until such time as our terms and conditions have been mutually agreed in writing by us and the party(s) to whom you have assigned the Contract.
The Contract represents the entire understanding between you in relation to the subject matter hereof and supersedes all other agreements and representations made either by you or us, whether oral or written and the Contract may only be modified if such modifications are in writing and signed by a duly authorised representative of each of you and us.
The Contract shall be governed by and constructed and interpreted in accordance with English laws and the parties hereby submit to the non-exclusive jurisdiction of the English Courts of Law.