0845 TEAM STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF INDIRECT TELECOMUNICATIONS SERVICES

 

1. INTERPRETATION

1.1        In this Agreement the following terms shall have the following meanings: -

Act means the Telecommunications Act 1984;

Agreement means these terms and conditions together with the Tariff Sheet;

Charges mean all Connection Charges or Rental Charges payable by the User in connection with this Agreement;

Commencement Date means the date set out in the Agreement;

Connection Charges means the charges (if any) payable by the User to 0845 Team for the connection of the Services;

Force Majeure has the meaning set out in Clause 8;

Maintenance Services means maintenance services provided by 0845 Team in accordance with Clause 5;

Minimum Period means the period (if any) stated in the Agreement and commencing on the Start Date;

Network Operator means any licensed public telecommunications operator used by the User to connect telecommunications services to and from its Premises and/or used by 0845 Team to deliver the Services to the User;

OFTEL means the Office of Telecommunications;

Rental Charges means the charges (if any) payable to 0845 Team in respect of the use of any service, as specified in this Agreement or as varied in accordance with Clause 6.2;

Services means, the provision by 0845 Team to the User of a telecommunications service by indirect means;

Start Date means the date specified in the Agreement, being the date upon which the Services are to be made available for use in accordance with the terms of this Agreement;

Tariff Sheet means the standard 0845 Team schedule of charges applicable to the provision of the Services as provided to the User from time to time;

0845 Team means Team Partners Ltd trading as 0845 Team (3772227), whose main office is at 110 St Johns Lane, Bristol, BS3 5AJ and includes its permitted successors, assigns, employees and agents;

0845 Team Customer Care Centre means the centre, details of which will be supplied to the User, to which all fault reports and help queries should be addressed;

0845 Team Licence means the licence granted to 0845 Team pursuant to the Act and any radio licence granted to 0845 Team that is relevant to this Agreement;

0845 Team Network means the telecommunications system operated by 0845 Team pursuant to the 0845 Team Licence;

User Premises Equipment means the service delivery equipment at the Premises (including, but not limited to), the Users telephone system, operated together with the On-Site Equipment (if any), for the purposes of obtaining the Services;

User means the person or company named in the Agreement as the customer and any other person reasonably appearing to act within that persons or companies authority and includes where relevant the Users permitted assigns employees and agents;

User Licence means the licence issued or published by the DTI pursuant to the Act in accordance with which the User is entitled to use the Services;

Working Day means Monday to Friday except for bank and public holidays.

1.2        In this Agreement unless the context otherwise requires: -

1.2.1     words used in the singular only shall include the plural where appropriate and vice versa words denoting any gender shall include every gender and references to persons shall include bodies incorporated and unincorporated;

            and

1.2.2        references to any Clauses are to the clauses of this Agreement; and

1.2.3        any headings are for convenience only and are not to be used as an aid to interpretation; and

1.2.4        reference to any Act of Parliament shall be deemed to include any amendment replacement or re-enactment thereof for the time being in force and to include any by-laws statutory instruments rules regulations notices directions consents or permissions made there under and any condition attaching thereto; and

1.2.5        any undertaking by the User not to do any act or thing shall be deemed to include an undertaking that the User shall not to the extent possible permit or suffer the doing of that act or thing.

2.                   TERM

2.1        Where no Minimum Period has been specified this Agreement shall come into effect on the Commencement Date and shall (subject to the provisions for earlier termination) continue in force unless and until terminated by either party on no less than 30 days prior written notice at any time after the Start Date.

3.            PROVISION OF SERVICES

3.1        0845 Team shall provide the Services subject to the terms of this Agreement, any relevant provisions of the Act and of the 0845 Team Licence.

3.2        0845 Team shall make the Services available for use by the User from the Start Date unless otherwise expressly agreed in writing or unless 0845 Team is unable to do so as a result of a failure by the User to fulfil its obligations in this Agreement, or (for the avoidance of doubt) as the result of an incident of Force Majeure.

4.         USE

4.1        The User shall not use the Services otherwise than in accordance with 0845 Team instructions as may be notified in writing from time to time and in accordance with the relevant provisions of the Act, the 0845 Team License, the Users License, any relevant regulations or legislation (all as may be amended from time to time).

4.2        In particular, The User shall not use the Services for the purposes of sending, or in any way in connection with, any message or communication which is offensive, abusive, indecent, obscene or menacing or which does, or is intended to, cause annoyance, inconvenience or worry or which is fraudulent defamatory or which (in the reasonable opinion of 0845 Team) brings the name of 0845 Team into disrepute.

4.3        The User will not use the Services to advertise or promote any services, which would breach any ICSTIS Code of Practice.

4.4        The User acknowledges that 0845 Team will co-operate with the Police and any other relevant authorities (including but not limited to the Inland Revenue and the Trading Standards Office) in connection with any misuse or suspected misuse of the Services and the User consents to 0845 Team co-operating with any other telecommunications operators in connection with any fraudulent activity related to or connected with the Services and agrees that 0845 Team shall be entitled to divulge the name and address and account information relating to the User to such third parties.

4.5        The User acknowledges and accepts that it may from time to time be necessary for 0845 Team to give information (on a confidential basis) relating to calls made by the User to any reseller, agent or dealer who initially referred the User to 0845 Team and the User consents to 0845 Team divulging the name and address and account information relating to the User to such third parties.

5.            MAINTAINENCE SERVICES

5.1        The User accepts that the Services cannot be provided fault free and that 0845 Team will deal with faults in the manner set out in this Clause.

5.2        In the event that the User becomes aware of any fault or a breakdown in the operation of the Services, it shall notify 0845 Team by contacting the 0845 Team Customer Care Centre.

5.3        0845 Team shall not be held responsible for any faults, which are the responsibility of the Users Network Operator.

6.            CHARGES

6.1        The User shall pay 0845 Team all appropriate Charges.

6.2            Following the expiry of the Minimum Period, 0845 Team may at any time vary the Charges. 0845 Team will notify the User in writing of any such variation prior to implementation thereof on no less than 30 days notice. Where no Minimum Period has been specified, 0845 Team shall be entitled to vary the Charges at any time and will publish details of any such changes at its registered office at least 2 weeks before the change is due to take effect.

6.3        On receipt of a notice in accordance with Clause 6.2, the User shall be entitled to terminate this Agreement at any time prior to the expiry of the 30 days notice by written notice to 0845 Team.

6.4        Any Rental Charges shall be payable monthly in advance unless otherwise stated and shall be due from the Start Date. Any Connection Charges shall be payable upon the Start Date.

6.5        Invoices for the Rental Charges and the Connection Charges shall be issued by 0845 Team promptly following the Start Date. All invoices shall be sent to the address specified in the Agreement.

6.6        All payments due hereunder are payable within 30 days of the date of the relevant invoice and shall be paid in full without any set-off, deduction or withholding of any other than as referred to in Clause 6.8. Time shall be of the essence in respect of such payments. 0845 Team reserves the right to charge daily interest on any outstanding amounts until payment is received in full at the rate set out under the governments late payment policy whether before or after judgement until the date payment is received.

6.7        All amounts payable hereunder are exclusive of value added tax or any other applicable taxes which may from time to time be levied and such value added tax and any other such applicable taxes shall be itemised separately on all invoices and is payable by the user in addition to and, at the same time as, any Charges.

6.8        Where any payments properly due to 0845 Team under this Agreement are outstanding 0845 Team shall be entitled to offset such payments against any payments due from 0845 Team to the User under any other agreements between 0845 Team and the User, which relate to telecommunications services.

7            LIMITATION OF LIABILITY

7.1        0845 Team shall in no circumstances be liable to the User in contract tort or otherwise (including, without limitation for breach of statutory duty) for any indirect or consequential losses or damages (including without limitation loss of business or of profits or of anticipated savings).

8.         FORCE MAJEURE

            Except for any obligations to pay monies, neither party shall be liable to the other for any breach of this Agreement or failure to perform any obligation while such breach or failure was the result of any act of God, insurrection or civil disorder, war or military operations, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, national or local emergency, acts or omissions of government, highway authority or other government or regulatory authority, compliance with any statutory obligation, industrial disputes of any kind, the acts or omissions of Network Operators or any other cause beyond that party’s reasonable control.

9.            NOTICES

9.1        Any notice under or in connection with this Agreement shall, unless otherwise agreed, be in writing and may be sent by first class mail or by facsimile (confirmed by post) to the address of the party concerned set out in this Agreement or any other address notified from time to time.

9.2        Any notice addressed as provided in Clause 9.1 shall be deemed to have been given or made on the second Working Day after the posting if sent by first class post, 4 hours after dispatch on the date of dispatch if sent by facsimile, and upon delivery if delivered by hand (unless such delivery occurs on a day which is not a Working Day or after 4.00pm on a Working Day, in which case it will be deemed to have been given or made at 9.00am on the next Working Day).

10.            GENERAL

10.1      This Agreement constitutes the entire agreement between the parties with respect to its subject matter.

10.2      Both parties acknowledge that;

            10.2.1            neither of them has been induced to enter into this Agreement by any representations, warranty or other assurance not expressly incorporated into it; and

            10.2.2            in connection with this Agreement both party’s only rights and remedies in relation             to any representations, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.

10.3      If any Clause or provision of this Agreement is held invalid or unenforceable the validity or enforceability of the remaining provisions shall not be affected or impaired thereby.

10.4      0845 Team reserves the right to make reasonable variations to these terms and conditions from time to time. Any such variations shall be notified to the User in writing.

10.5      The failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

10.6      0845 Team may assign this Agreement or the benefit and/or the burden thereof. 0845 Team shall be entitled to sub-contract any of its obligations hereunder to any third party. Neither this Agreement nor any licence granted hereunder shall be capable of assignment by the User in the absence of the prior written consent of 0845 Team.

10.7      This Agreement shall be governed by and construed in accordance with English Law. The parties hereto submit to the exclusive jurisdiction of the English Courts.