Pbit terms and conditions for the provision of telecommunications services
1.1 in these conditions (unless the context otherwise requires): “the Act” means the Telecommunications Act 1984 and any amendments, modifications, re-enactments or replacements of the Act that may be made from time to time; “we”, “us” and “our” means Pbit and its successors in title and assigns from time to time; “the Contract” means the contract between you and us for the provision of the Services; “the Commencement Date” means, the date of acceptance of the Contract by us; “you” and “your” means the person, partnership, limited company or other legal entity with whom the Contract is made, its successors in title and assigns; “Pbit Network” means services provided to you on the Public Switched Telecommunications Network.
1.2 Words in the singular shall include the plural and vice versa, references to any gender shall include the others, and references to any legal person shall include natural persons and vice versa.
1.3 The headings in these conditions are intended for reference only and shall not affect their construction.
2.1 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.
2.2 Any concession made or latitude allowed by us to you shall not affect our strict rights under the Contract.
2.3 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.
- The Services
3.1 We undertake to provide you with the Services in accordance with these conditions.
3.2 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. You agree to provide access to your premises in order to so do.
3.3 If required you have given your consent to us obtaining delays of any incompatible products from BT in order to affect the transfer of your services.
3.4 All equipment installed at your premises by us or our contractors shall remain our property and you shall not obtain any rights or title to it. You are responsible for ensuring that it is returned to us in good condition. If it becomes damaged or unusable you agree to meet our reasonable costs for replacement or repair.
3.5 All times, dates and periods given for performance of the Services are given in good faith but without any contractual liability on our part for any breach.
- Length of the Contract
4.1 The Contract shall come into force on and with effect from the Commencement Date and shall be for an initial term of 36 months. At the end of this term, the contract shall continue to have affect in the same terms, operating on a month to month basis until terminated in accordance with clause 4.2.
4.2 Should either party wish the contract to terminate at the end of the initial agreement period of 36 month s then either party must provide a minimum of 3 months’ notice in writing to the other party. The notice period must expire on the last day of the initial 36 month period. Should the contract have been automatically renewed operating on a month to month basis in accordance with clause 4.1 above, then either party may terminate the contract by giving 3 clear months’ notice in writing, such notice period to expire on the last day of the third clear month from when notice was given.
4.3 Nothing in this clause shall prevent the sooner termination of this agreement if it is in accordance with the other terms and conditions of this agreement.
4.4 If during the period of the Contract you switch part or all of your call traffic or line rentals from us to another provider we shall be entitled to charge you a penalty and recover our costs in connection with setting up the Service.
4.5 The penalty for breach of the fixed-line rental Service prior to the Expiry of the term to which you have agreed is an amount equal to the total amount of rental payments calculated until the end of the contracted term has expired.
4.6 The penalty for breach of the Service for telephone calls will be a charge equal to three times (3x) the value of your average months billing during the course of this agreement.
- Your use of the Services
5.1 You undertake not to contravene the Act or any other relevant regulations or licenses regarding the provision and use of telecommunications services.
5.2 You shall ensure that your telecommunications apparatus shall at all times conform to the relevant standard or standards (if any) for the time being designated 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 damage to property 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 legislation in force from time to time.
5.3 You undertake to use the Services in accordance with the Act, and any licence granted thereunder. You further undertake not to use the Services: (a) as a means of communication for a purpose other than that for which the Services are provided; or (b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which it transmitted would constitute a criminal offence or would infringe the rights of any third party including but not limited to contractual rights and intellectual property rights; or (c) for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force. 5.4 You shall indemnify us from a11 losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection with your use of the Services in contravention of the provision of this condition 5 or in breach of any other provision of the Contract.
- Our Access to your Premises and Provision of Information by you to us
6.1 To enable us to perform our obligation under the Contract: (a) you shall permit or procure permission for us, our agents, employees and any other persons authorised by us to have
access to your premises and shall provide such reasonable assistance and information as we shall request from time to time; (b) We will normally carry out work by appointment.
6.2 If you request maintenance or repair work which is found to be unnecessary, you may be charged for the work and the costs incurred, we will give notice that work is considered unnecessary prior to completion or raising charges therefor. (c) By signing this agreement you are providing us with irrevocable authority to attend upon and to enter your premises in order to remove all of our equipment from the premises at the termination of this agreement.
- Suspension of Service by us
7.1 We may at our sole discretion upon giving you notice elect to suspend forthwith provision of the Services until further notice without compensation on notifying you either orally or in writing
in the event that: (a) you are in breach of any term of the Contract; or (b) we are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation or other competent administrative authority; or (c) you have failed to pay when due any amounts due to us under this agreement.
7.2 Where any suspension of the Services is implemented as a consequence of your breach, fault or omission (but not otherwise), you shall reimburse us for all costs and expenses
incurred by our implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.
7.3 If we exercise our right to suspend the Services this shall not restrict our right to terminate the Contract.
- Our Liability
8.1 In these Conditions we do not exclude or restrict our liability for death or personal injury resulting from our negligence or the negligence of our employees while acting in the course of their employment insofar as the same is prohibited by a United Kingdom statute or common law.
8.2 In the event that the Services fail and your calls are diverted to another carrier, we shall not be obliged to pay any charges incurred by you with that carrier. We shall only be entitled to charge you usage charges for calls which you make through us pursuant to the Contract.
8.3 Nothing in these conditions shall impose any liability upon us in respect of any non-performance or Services which are not performed in accordance with the Contract arising out of your own acts, omissions, negligence or default.
- Charges and Payment
9.1 Unless otherwise agreed by a Director of our company in writing, you agree to pay for the Services by
Direct Debit mandate within fourteen days of the date of our bill, such bill to be rendered once in each calendar month during the continuance of the contract. If we agree with you to accept payments by cheque such agreement will be confirmed in writing by us and we reserve the right to make a monthly handling charge to defray our additional costs.
9.2 We reserve the right to terminate your use of the Service without notice upon rejection of any direct debit charges or if your bank (or its agent or affiliate) seeks return of payments previously made to us, or any of our Agents, when we, in good faith, believe you are liable for charges. Such rights are in addition to and not in lieu of any other legal rights or remedies available to us.
9.3 You shall pay the price for the Services as set out in our quotation or tariff. We shall be entitled to decrease our prices at any time such decrease to apply to all Services provided after the date of the decrease and to be reflected in our next bill. We shall be entitled to increase our charges at any time with effect from the start of a new monthly billing period provided that we notify you of any such increase prior to the start of the new monthly billing period, such increase shall take effect at the beginning of the new monthly billing period.
9.4 We shall prepare and send bills for telephone call charges each calendar month in arrears or in such form and manner as shall be agreed with you in writing. Call charges payable shall be calculated reference to data recorded or logged by us and not by reference to any data recorded or logged by you and such data shall, in the absence of manifest error, be final and binding.
9.5 We shall bill you monthly in advance for fixed-line rental payments and other network services for which you have contacted with us.
9.6 The time of payment shall be of the essence of the Contract.
9.7 Without prejudice to any other rights we may have, we are entitled (both before and after any judgement) to charge daily interest on amounts outstanding 14 days after the date of our bill until payment in full is received, at a rate equal to 2 per cent per annum above the National Westminster Bank plc. base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Contract.
9.8 (a) If it is necessary for us to send correspondence to you in order to obtain your payment for overdue accounts, we reserve the right to make a charge of £20 per letter sent to you.
(b) If any payment is to be made by way of direct debit and such payment is either not made whether due to the default of yourselves or any third party for whatever reason or any payment is either not made on time and action is required by us to obtain the payment whether by being a further request for the payment or action has to be taken by us to reinstate the direct debit then a penalty charge of £30.00 will be payable by you and will be added to your account in the next billing period.
9.9 All sums referred to in the Contract are stated exclusive of Value Added Tax and any other taxes of similar nature which may from time to time be introduced which shall (if applicable) be charged and are payable by you in the same manner as the usage charges.
9.10 The price for the Services shall be due in full to us in accordance with the terms of the Contract and you shall not be entitled to exercise any set-off, lien or any other similar right to
- Termination of the Contract
10.1 Notwithstanding any other provision of these conditions, we (without prejudice to other rights) may terminate the Contract with immediate effect by giving you notice in writing, in the event
that; (a) you are in breach of any provision of the Contract and (where such breach is remediable) you fail to remedy that breach within 14 days of a written notice specifying the breach; (b) you
are subject to bankruptcy or insolvency proceedings which shall mean bankruptcy proceedings becoming insolvent, making any composition or arrangement with creditors or assignment for their benefit, any execution, distress or seizure.
10.2 Notwithstanding any other provision express or implied in these conditions, we (without prejudice to other rights) may terminate the Contract with immediate effect in the event that; (a) any licence under which you have the right to run your telecommunication system and connect it to our system is revoked, amended or otherwise ceases to be valid; or (b) you fail to make any payment when it becomes due to us.
10.3 On termination of the contract for any reason you must pay us any outstanding usage charges for your usage of the Services plus any penalties that may apply.
- Matters beyond reasonable control
11.1 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 and
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 operators or other competent authority, production or supply services by third parties.
- 1 No liability for loss of profits and data
12.1 We shall not be liable for any costs, claims, damages or expenses arising out of negligence or out of breach of contract or statutory duty calculated by reference to loss of profits or income production or by reference to the accrual of any such costs, claims, damages or expenses on a time basis.
12.2 We shall not be liable to you for any costs, claims, damages or expense arising as a result of negligence or for breach of contract or statutory duty calculated by reference to any loss
anticipated savings or profits whatsoever or for the corruption or destruction of data.
- Limitation of liability
13.1 Our aggregate liability (whether in contract or for negligence or breach or 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 for the Services by us to you based on the average billing for the Services by us to you over the
previous 3 months since the commencement of the Contract if the contract commenced within 3 months of the date of the claim concerned.
14.1 No statement, description, information, warranty, condition or recommendation contained in a catalogue, price list, advertisement or communication or made verbally by any of our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.
15.1 Neither we nor you shall whilst the Contract is in force or thereafter disclose any of the others 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.
- Assignment and sub-contracting
16.1 We may assign, se11 or notate the Contract with you or sub- contract the whole or any part of the performance of the Services to any person, firm or company without your prior
16.2 You shall not assign or delegate or otherwise deal with all or any of its rights or obligations under the Contract without our prior written consent.
17.1 The Contract represents the entire understanding between you and us in relation to the subject matter hereof and supersedes all other agreements and representations made by either you or us, whether oral or written.
17.2 Failure by either you or us to exercise or enforce any right conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement there or of any other right on any later occasion.
17.3 Any notice, bill or other document which may be given by either you or us under these conditions shall be deemed to have been duly given if left at or sent by first class post to an address
stated overleaf, invoices or other documents may be sent, or the other’s usual or last known place of abode or business and such notice shall be deemed to be served immediately if left at the
address for notice or 48 hours after posting if posted as aforesaid.
17.4 The Contract shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.