1. The Services
a) The Telecommunications services you are subscribing to (“the Services”) as described in our service literature and on our website from time to time are made available to you on the terms and conditions set out and/or as referred to below.
b) We will use our reasonable endeavours to make the Services available to you during the period of this agreement. However if we are not able to because of any factor outside of our control, for example, due to faults in other telecommunications systems or for operational, maintenance or remedial purposes, we must exclude any liability to you.
c) Please note that you must not use the Services for any improper, immoral malicious or unlawful purposes nor must you allow others to do so.
d) In specific reference to our Fax Services you understand and agree that the Teleproject UK fax service may not be capable of receiving faxes from certain types of facsimile machines or sending to facsimile machines with certain configurations. In some instances documents transmitted by our fax server to the remote party on your behalf may not be an accurate representation of the document received by Teleproject UK. It is your responsibility to verify any facsimile transmission and the contents thereof with the remote party. Teleproject UK shall not be held responsible nor liable for any errors or omissions associated with any aspect of The Service under any circumstances. A list of document or file types capable of being accepted by our fax service will be listed on our website and may be subject to change from time to time without notice.
2. Our Charges
Our charges for the provision of the Services are set out in the applicable and current Teleproject UK Ltd Tariff Guide and published on www.teleproject-uk.com. Payment of our charges is strictly due within 14 days of the invoice date and VAT will be added to all bills at the relevant rate. Generally, it is our policy to send bills to you on a monthly basis but we reserve the right to send you bills at any time and from time to time at our discretion.
We reserve the right to require you to provide a deposit at any time and to set off all or part of any such deposit against monies owing by you to us at any time. On settlement of your final bill such sums deposited or the balance thereof (if any) will be reimbursed to you. No interest is payable on any monies held by us on your account.
We will send bills or other notices to you at your nominated email or postal address, so please tell us of any changes to this address. Unless you opt for postal billing all notices in relation to the services and our charges will be sent to your email address.
Where you fail to make payment of our charges by the due date, we reserve the right to charge interest at the rate of 5% above the base rate of HSBC bank plc at the date payment was due until the date of actual payment whether before or after judgement and to recover from you all costs and expenses incurred by us in attempting to obtain payment from you.
Please note that the cost of making a call to the Services is determined by the network operator on whose network a call originates and not by us.The costs of such a call may, therefore, vary between network operators and be subject to change at any time and without notice.
We reserve the right to vary (i) the Services, (in whole or in part) these terms and conditions, our charges and/or (ii) terms of payment at anytime and from time to time but we will only do so for one or more of the following reasons:-
• where it becomes not reasonably practicable to continue to make available the Services or any part thereof for any technical, or operational or regulatory reason:-
• to maintain the competitiveness and viability of the Services or our business as a whole, taking into account actual or expected changes in market conditions or the charges levied on us by the network operators; or
• to ensure that our business is run prudently: or
• to reflect or comply with any legislation, Statutory instruments or other licensing or regulatory requirements.
We will endeavour to give you 30 days notice of any variations(s) relevant to you which shall become effective immediately on the expiry of such notice period.
4. Suspension of the Services
We may suspend and/or disconnect you from the Services in whole or in part at any time without notice and without liability if:-
a) there is an emergency or if any of our system(s), or any other system(s) to which our system(s) are connected break down or require modification, repair or maintenance; or
b) you act in such a way that the operation of the Services (in whole or in part) or any of our systems is or may be jeopardised or impaired; or
c) you are in breach of the terms of this agreement or any other agreement with us; or
d) we are required to do so by any competent authority.
During the period of any suspension, you will remain liable for all charges, and we may make a charge for reconnecting you to the Services and apply different payment terms as a condition of reconnection.
In order to protect against potential fraud or other improper use of the Services we reserve the right to disconnect any call that exceeds a pre set period (initially 2 hours) without prior notice to you.
We may apply a usage limit to your account (which we may alter by notice to you) and suspend access to the Services if this limit is exceeded without any prior notice to you.
5. Duration and Termination
This agreement shall commence on the date we first make the Services available to you.
Each of the services is provided for a minimum term of twelve months. You may terminate your subscription by giving at least 14 days written notice prior to the expiration of the minimum period and at least 30 days written notice at any point thereafter. Any charges paid by you in advance will be refundable.
We may terminate your subscription and your use of the Service(s) immediately by giving you notice in writing if:-
• you are in breach of any of the terms of this or any other agreement with us; or
• you do not make any use of the Services for a continuous period of three months in which case we will quarantine the telephone number allocated to you for not less than three months and may reallocate it afterwards;
• you commit any act of bankruptcy or if any petition or receiving order in bankruptcy is made against you or, where you are a company, any resolution to wind you up is passed or if a receiver or administrator is appointed over the whole or part of your assets; or
• any licence to run the Services, whether under the Wireless Telegraphy Act 1949 to 1967 or Telecommunications Act 1984 or otherwise is revoked, terminated or modified for any reason either in whole or in part.
Where your subscription to the Services is terminated by either of us for any reason you must pay all outstanding charges to us immediately.
6. Our Liability
This Section 6 specifies our entire liability to you (including liability for negligence) and which provisions shall survive termination of this agreement.
We accept liability without limitation for death or personal injury resulting from our negligence and where you deal as a consumer (as defined in section 12, Unfair Contract Terms in Consumer Contracts Regulations 1994) for any breach by us of any obligation implied by law to use reasonable skill and care in the provision of the Services.
Unless otherwise expressly stated, our liability in contract, tort or otherwise (including liability for negligence) howsoever arising, shall be limited to a maximum of f1,000 in respect of all events arising in any twelve month period.
We shall not be liable for any breach of our obligations under this agreement to the extent that the same is caused by any factor outside of our control.
Except as provided above, we shall not be liable for any loss, damage or injury to you whatsoever and howsoever caused whether direct or indirect, consequential or contingent and whether foreseeable or not. In particular we shall not be liable for any financial loss, loss of business, contracts, savings, revenue, use or goodwill nor for the loss or corruption of data transmitted over our systems.
All other statutory express, implied or collateral terms, conditions or warranties are negated and excluded.
Teleproject UK does not warrant that the Services will be error free or that use of the Services will be uninterrupted, nor does it warrant that its Services will meet the exact requirements of its Customers.
These terms and conditions and the Teleproject UK Ltd Tariff Guide applicable from time to time is the complete and exclusive statement of the agreement between you and us and supersedes all understandings or prior agreements, whether oral or wntten, and all representations or other communication between you and us relating to the subject matter hereof.
All rights to the telephone number(s) and service(s) made available to you hereunder shall remain with us at all times. You maynot assign any or all of your rights and responsibilities under this agreement but we may assign all or any of our rights and responsibilities, by notifying you in writing.
You agree to our disclosure to any other telecommunications company, credit reference agency, debt collection agency, security agency or financial institution, or any information relating to your subscription to and use of the Service or such other disclosure as may be within our Data Protection Act 1984 registration.
We reserve the right at any time to record any conversations between you and our staff. Any bill or notice from us will be deemed to have been received by you within 48 hours of posting or emailing.
Any waver, concession or extra time we may allow you is limited to the specific circumstances in which it was given. It does not affect our rights under this agreement in any other way.
Your subscription to the Service shall be governed, construed and shall take effect in accordance with the laws of England. It shall be subject to the jurisdiction of the English courts.
TELEPROJECT UK LIMITED.
Registered in England No.