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Voice Terms & Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions:
"Accepted Order" means an Order, which has been accepted by the
Company, acceptance being indicated by a letter or email being sent to
the customer confirming the order and receipt of customer Direct Debit
form;
"Agreement" means any agreement made subject to these Conditions that shall incorporate these Conditions;
"BT" means British Telecommunications plc;
"Carrier Pre Select (CPS)" means a voice Service enabling customers to
choose an alternative carrier for their outbound calls. Calls are
routed to the local BT exchange where they are handed off to the
alternative carrier instead of being terminated over the BT network.
A "Call" is defined as a telephone call via the customer premises using one of the nominated CLIs.
"CLI" means the telephone number from which the customer orders NewNet
Voice Service and which is displayed as 'your phone number' on the
customer's BT telephone bill.
"Confirmation of Live Service" means a letter or form produced by the
Company and sent to the Customer to confirm the Service, which has been
ordered, is live and ready for use.
"Company" means NEWNET PLC (company registered number 3128506) of West Barn, Cams Hall Estate, Fareham, Hampshire PO16 8UT;
"Customer" means any person or organisation with whom the Company enters into an Agreement subject to these Conditions;
"Customer Equipment" means any equipment owned by the Customer and used
in connection with the provision of the NewNet voice Service;
"Incompatible Services" means those Services the customer currently
uses with BT or OLO which will either require terminating prior to the
NewNet Voice Service order being accepted, or which will be routed via
BT after Service is provisioned.
"Non Geographic Number means a telephone number which does not indicate
where the call will terminate and which is billed at a different rate
to standard PSTN calls. For the purposes of this agreement non
geographic numbers are thos numbers beginning with 0800, 0845 or 0870.
"OLO" means a Network Operator other than BT (or Other Licensed Operator);
"Password" means any sequence of alphanumeric characters that the
customer uses from time to time together with the Customer's username,
in order to access the NewNet Customer portal.
"PSTN" means the Public Switched Telephone Network operated by a PTO as defined by the Telecommunications Act 1984;
"PTO" means a Public Telecommunications Operator as defined by the Telecommunications Act 1984;
"Retail Rates" mean the rates for retail telecommunications Services
provided by BT as set out in BT's retail price list from time to time;
"Service Commencement Date" means the date identified as the delivery date on the company invoice to the Customer;
"Service" means the Services described in the current Company
literature together with such Value Added Services to be provided by
the Company to the Customer ;
"User Name" means such sequence of alpha numeric characters as are used
from time to time by the Customer in order to log into the NewNet
customer portal.
1.2 In these Conditions and an Agreement, unless the context otherwise requires or is otherwise specified:
reference to any statute or statutory provision includes a reference to
that statute or statutory provision as from time to time amended,
extended or re enacted;
words importing the singular include the plural, words importing any
gender include every gender and words importing persons include bodies
corporate and unincorporate; and (in each case) vice versa;
any reference to a party includes a reference to its successors in title and permitted assigns;
references to clauses and schedules are to be construed as references
to the clauses of, and schedules to, these Conditions or the Agreement;
the headings to the clauses are for ease of reference only and shall
not affect the interpretation or construction of these Conditions or
the Agreement.
1.3 In the event of any conflict (whether as to interpretation or
otherwise) between the provisions of an Accepted Order, the Agreement,
these Conditions and the provisions of any other agreement or document
referred to in this Agreement the following order of precedence shall
apply:
the Accepted Order;
the Agreement;
these Conditions; and
that other agreement or document.
1.4 A third party who is not a party to the Agreement has no right to enforce any term of it.
2. ACCEPTANCE OF ORDERS
The Company reserves the right to refuse any order for subscription, Services or goods.
3. THE SERVICE
3.1 Subject to these Conditions the Company will, as required and subject to the Customer Order:
Provision the Customer CLIs on to the NewNet Voice Service using Carrier Pre Select.
Set up any requested Service options as indicated in the accepted order.
Provision any Non Geographic Numbers as indicated in the accepted order.
3.2 The Customer acknowledges that the CPS Service will take a minimum
of 10 working days (14 actual days) from receipt of order and payment
of all set up charges from customer to register with BT for carrier pre
select. This period is a cooling off period which is a mandatory
requirement and is regulated by Ofcom. During this period the customer
will receive a letter from BT advising them of the change to their
Service and the date the Service will transfer
3.3 The Customer acknowledges that Non Geographic Numbers may take 10
working days to provision and that no publication of the ordered
numbers or use of these numbers by the customer, including use in
advertising or marketing materials, prior to Confirmation of Live
Service is permitted. Any such activity by the Customer is entirely at
the risk of the Customer and the Company shall not be liable for any
liability, financial or otherwise.
3.4 The Customer acknowledges that Non Geographic Numbers are issued
from a pool allocated to the Company and are not transferrable. Any
numbers issued to a Customer by the Company will be recovered on
termination.
3.5 The Company shall procure the provision of the Service to the
Customer as soon as reasonably possible. Any date indicated by the
Company, as a date for commencing the Service is an estimate only and
may be liable to change without prior notification to the Customer.
Accordingly the Company will not be responsible for any delay in
connection beyond such a date.
3.6 The Customer must inform the Company of any change to their BT
telephone system or Service at least 14 days prior to an order being
implemented.
4. PAYMENTS
4.1 The Customer shall pay charges for the Service to the Company via
monthly direct debit unless any other payment method has been agreed in
writing between the Company and the Customer or as detailed on any
Accepted Order. Customer shall pay the non-refundable setup fee with
the order.
4.2 The Company reserves the right to vary from time to time all fixed recurring and call charges to the Customer.
4.3 Itemised details of all CPS calls may be made available to the
Customer via the secure customer area of the NewNet website. NewNet
will charge for sending this detail to the customer on paper or CD
format.
4.4 Monthly Direct Debit payments will be preceded by a summary of
charges statement, which will be sent to the customer in advance of the
debit payment.
4.5 The Customer agrees to keep the Company informed of any change to
the Customer's address as set out in the order and other such
information as may effect the payment of charges due;
4.6 Interest payable on demand whether before or after judgement shall
accrue from day to day on overdue amounts at the rate of 2% above base
rate together with VAT if applicable.
5. LIABILITY
5.1 The Company shall not be liable for the following to the extent permitted by the applicable law:
indirect damages, loss of profits, business revenue, goodwill or any economic loss;
any claim made against the Customer by another third party that does not follow a breach of these Conditions by the Company;
any loss or damage to the Customer caused by or arising from any act or
omission of the Customer, any PTO or Value Added Service supplier; or
other client or persons; or
any act caused as a result of force majeure or beyond the Company's control.
5.2 The Company's total liability for any loss or damage suffered by
the Customer shall not exceed the greater of £500 or the
aggregate of all charges payable or paid by the Customer for the
Service supplied in the 12 month period beginning on the Service
Commencement Date or its anniversary in which the event giving rise to
the claim occurs.
5.3 Neither party excludes or limits its liability to the other for
death or personal injury resulting from the proven negligence of either
party, its employees or agents.
6. CHANGES TO THE SERVICE
Customer must advise the Company, in writing, giving at least 30 days
notice of any changes to the telephone numbers or Service at the
Customers site where the Service has been provisioned. The Company
reserve the right to charge the Customer an additional fee equal to the
setup fee for any changes to the CLIs registered for carrier pre
select.
7. SUSPENSION
The Service may be suspended by the Company without notice and without
prejudice to the company's rights of termination in the event of the
following:
7.1 Failure by the Customer to make any payment to be made to the Company on its due date for payment.
7.2 If the Customer does or suffers anything to be done which
jeopardises the Service or any network to which the Customer is from
time to time connected.
7.3 If the Customer's credit limit has been exceeded or if the Customer is otherwise in breach of these Conditions.
7.4 No such suspension shall affect the liability of the Customer to
pay charges and other amounts to the Company. During suspension the
Company reserves the right to refuse to release the Customer's Non
Geographic Number as issued by the Company.
8. TERMINATION
This Agreement shall remain in force for a minimum period of 1 month
from the date of an Accepted Order. Termination may be effected as
follows:
8.1 By the Customer
The Customer may terminate this Agreement by giving 1 month's written
notice, which may expire at any time after 1 month from the Service
Commencement Date. Email notification will not be accepted as notice of
termination of Agreement.
8.2 By the Company
The Company may terminate this Agreement at any time and without notice if:
the Customer commits any breach of this Agreement including, but
without limitation, non-payment of any subscription charges; or
by at least one month's written notice to the Customer; or
with immediate effect if bankruptcy or insolvency proceedings are
brought against the Customer, or an arrangement with creditors is made,
or a receiver or administrator is appointed over any of the Customers
assets, or the Customer goes into liquidation.
9. RIGHTS ON TERMINATION
9.1 Termination of the Agreement shall not affect any pre-existing
liability of the Customer or affect any right of the Company to recover
damages or pursue any other remedy in respect of any breach by the
Customer of the Agreement.
9.2 In the event of termination of the Agreement by the Company on
account of any breach of these Conditions by the Customer, the Company
shall be entitled to the balance of all annual subscription payments
and call charges which would, but for such termination, have accrued up
to the earliest date on which the Agreement could have been terminated
by the Customer in accordance with these Conditions.
10. NOTICES
10.1 Any notices under or in connection with this Agreement shall be in
writing and shall be delivered by Royal Mail post to the relevant
address given in the Agreement or to such address as the recipient may
have notified to the other party via e-mail for that purpose.
10.2 Suspension notices for non-payment of charges will be deemed as
delivered by facsimile to the relevant facsimile number given in the
application or to such facsimile number as the Customer may have
notified or to the email address provided by the customer for billing
purposes.
10.3 Any notice shall be duly given, if given by pre-paid first class
mail, at the expiration of 48 hours after the envelope containing the
same shall have been posted. In proving such Service it shall be
sufficient to prove that delivery was made or that the envelope
containing such communication was properly addressed and posted as a
pre-paid first class letter.
11. EXPENSES OF THE COMPANY
The Customer shall pay to the Company all costs and expenses (so that
any legal fees shall be based on an indemnity basis) incurred by the
Company in enforcing any of these Conditions, or exercising any of its
other rights and remedies under the Agreement, including (without
prejudice to the generality) all costs incurred in tracing the Customer
in the event that legal processes cannot be enforced at the address
last notified to the Company.
12. NON-WAIVER
The allowance of time to pay or any other indulgence by the Company in
respect of payments due to it shall in no manner affect or prejudice
its right to payment together with interest provided under these
Conditions.
13. INVALIDITY
If these Conditions or the Agreement or any part thereof shall be
adjudged for any reason to be void, unenforceable or ineffective but
would be adjudged to be valid effective and enforceable if part of the
wording were deleted or a provision were reduced in scope these
Conditions of the Agreement shall continue with such modifications as
may be necessary to make its provisions (or if such be the case its
remaining provisions) valid effective and enforceable.
14. CONFIDENTIALITY
Each party hereto undertakes to the other that it shall keep, and shall
procure that its directors and employees shall keep secret and
confidential and shall not use or disclose to any other person any
information or material of a technical or business nature relating in
any manner to the business, products or Services of the other party
which the first party may receive or obtain in connection with or
incidental to performance of the Agreement, provided that:
14.1 the first party shall not be prevented from using any general
knowledge, experience and skills not treated by the other party as
confidential or which do not properly belong to the other party and
which the first party may have acquired or developed at any time during
the Agreement;
14.2 the first party shall not be prevented from using the information
or material referred to above to the extent such information or
material comes into the public domain otherwise than through the
default or negligence of the second party; and
14.3 notwithstanding the above, either party shall have the right to
communicate any information concerning the other party to any
Government department or body or other authority established by statute
or under subordinate legislation, where such information is required by
law or is otherwise properly required under a PTO licence, Office of
Telecommunications regulation, or Code of Practice or otherwise.
15. ASSIGNMENT
Neither party shall assign or transfer any of its rights or obligations
under an Agreement save that the Company may assign to an associated
company within the meaning of Section 416 of the Income and Corporation
Taxes Act 1988, on notice.
16. OTHER PRINTED OR STANDARD CONDITIONS
16.1 All Services are provided on the foregoing conditions which,
together with any special terms set out on an Order or in the
Agreement, constitute the entire agreement to the exclusion of any
other terms and conditions and no agreement terms and conditions
contained in any document sent by the Customer to the Company shall be
of any effect with respect to the Agreement unless expressly accepted
by a duly authorised officer of the Company in writing.
16.2 The Customer acknowledges that the Customer has not relied on and
shall not be entitled to rescind the Agreement or to claim damages or
any other remedy on the basis of any representation, warranty,
undertaking or statement which is not set out in these Conditions, the
Agreement or an Accepted Order, including any representation made by or
on behalf of the Company in relation to the Service which has induced
the Customer to enter into the Agreement with the Company.
17. MISCELLANEOUS
17.1 The Company and the Client acknowledge and agree that this
Contract shall not establish or constitute any relationship of
partnership, joint venture, employment, franchise or agency between the
parties. Neither party will have the power to bind the other without
the other's prior written consent.
17.2 Any typographical, clerical or other error in any sales
literature, marketing materials, quotation, price list or other
document issued by the Company or contained on any page of the Company
website shall be subject to correction without any liability on the
part of the Company. For the avoidance of doubt, the Company brochure
and other sales literature or marketing materials (either appearing on
the Company website or in printed form) are not incorporated into and
do not form part of this Contract.
17.3 The Client agrees that the Company may refer to the Client (with
relevant description of the Client's business) in any of the Company's
marketing materials or on the Company website. Client hereby grants the
Company a limited licence to use any Client trade names and trademarks
solely in connection with such marketing.
17.4 Except as expressly provided, the parties do not intend any term
of this Contract to be enforceable pursuant to the Contracts (Rights of
Third Parties) Act 1999.
17.5 The failure or delay of the Company to enforce any part of the
Contract shall not affect or waive the Company's rights to enforce it
at a later date.
18. VARIATION
The Company reserves the right to vary these Conditions as a result of
changes required by its insurers, new legislation, statutory
instruments, Government regulations or licences. These Conditions may
not otherwise be varied or waived except by express written agreement
between both parties.
19. LAW AND ARBITRATION
These Conditions and all Agreements are subject to the laws of England.
These Conditions incorporate the provisions for arbitration as
available under the Code of Practice issued by the Company and approved
by Ofcom. Any dispute which may arise between the parties concerning
this Agreement shall be determined either in accordance with such
arbitration procedure or by the High Court of Justice in England and
the parties hereby submit to the exclusive jurisdiction of that court
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