Terms & Conditions
Terms & Conditions for Maintenance of Equipment by Best 4 Business Communications Ltd.
These conditions are the only conditions upon which best 4 business communications ltd. (“the Company”) is prepared to deal with its Customer(“the Customer”) and they shall govern the contract to the entire exclusion if any other express or implied conditions.
These conditions embody the entire understanding of the parties and supersede any prior promises, representations undertakings and implications.
The wiring between the network connection point as defined in the relevant legislation and any exclusion sockets is covered by this agreement, but the cost of any damage to this wiring shall be borne by the Customer at the maintenance current charging rates for work and materials, from time to time in force.
The term of this agreement shall be subject to the provisions of this agreement providing for earlier termination for the initial period specified on the face hereof commence on the commencement date shown on the face hereof (“the commencement date”) and shall continue thereafter from year to year until either of the parties shall give to the other at least forty five days prior written notice to be received on or before the anniversary date, sent by recorded delivery post. This agreement is to be deemed as a ‘rolling’ agreement and if not terminated within the agreed period, will re-enter into commitment for the original agreement period thereafter.
3 THE CUSTOMER’S OBLIGATIONS
The Customer agrees:
3.1.1 To pay the initial maintenance charge for the maintenance service (as hereinafter defined) as specified on the face of this agreement (“the annual charge”) for “the equipment” (being the equipment described on the face hereof) on or before the commencement date and thereafter annually on or before the anniversary of the commencement date.
If payment is not made by the due date, maintenance will be suspended until such time as all outstanding monies are paid in full.
3.1.2 To pay any additional payments that may become due during the period covered by the annual charge, as a result in adjustments in accordance with Clause 5 hereof upon presentation of the Company’s invoice in respect of such additional payments.
3.1.3 If payments due under Clause 3.1.1 and 3.1.2 are not made in accordance with these clauses, the maintenance service shall be suspended until such time as all outstanding monies are paid in full.
3.1.4 To orally notify the Company immediately of any fault in the equipment or any repairs which may be necessary and to allow the Company’s engineers to have free , full and timely access to the equipment the Customer providing adequate working and storage space and other facilities as the Company’s engineers may reasonably require.
3.1.5 To ensure that the environment conditions at the address on the face hereof being the site of the equipment (“the site”) (approved by the Company and/or Network Operator) are maintained at all times and to ensure that all the conditions at the site shall at all times comply with all relevant Statutory and other legal requirements.
3.1.6 Not to permit any person other than the Company to bring into service at the site any apparatus which is not itself part of the Equipment, which is to be connected to the Equipment unless:
184.108.40.206 The Company has so agreed;
3.1.7 Not to maintain service, repair or adjust or temporarily alter the Equipment or any part thereof.
3.1.8 To pay for the Company’s charges for the reprogramming and/or service visits as a result of a programming error or service visits where the fault is not a fault in the Equipment or if the Equipment is reported as faulty and proves not to be so.
3.1.9 Not to assign the benefit of this contract or delegate that burdens of this contract without previous written consent of the Company.
3.1.10 To indemnify the Company against all liabilities costs and claims of whatever nature from third parties in the event that the Company is unable to keep the Equipment in good working order due to causes within the control of the Customer or the Customer allows the Equipment to be altered, adjusted or interfered with by persons other than the Company’s authorised engineers or agents or other apparatus is fitted without the Company’s agreement thereof.
4. INTEREST AND VAT
It is herby agreed and declared:
The annual charge and any other amounts payable under the terms of this Agreement are exclusive of VALUE ADDED TAX or any other similar taxes or levies or duties which will be added to or charged on invoices at the appropriate rate.
Interest at an annual rate of 8% above Bank Of England’s Base Rate from time to time will be accrue Daily and be calculated on a daily basis on any sum not paid on the due date until payment is received and cleared into the Company’s nominated bank account.
5. ADJUSTMENT AND VARIATIONS OF THE MAINTENANCE CHARGES
The annual charge may be adjusted at any time in the event that:
The Maintenance Service provided for the Equipment is changed for any reason. The annual charge may then be adjusted to the appropriate rate for the revised service in accordance with the Company’s standard maintenance charges in force at the relevant time.
Any change is made to the requirements of the Network Operator affecting the provision of Maintenance Service. In the event the Annual Charge shall be adjusted by such amount as is reasonable in the opinion of the Company.
The Customer requests that additional equipment be made the subject of this Agreement and the Company agrees to maintain that Equipment.
In addition the Company may upon 21 days prior written notice to the Customer give notice of an increase in the Annual Charge. Such adjustments shall not be made at intervals more frequent than once in any twelve month period.
6 THE COMPANY’S OBLIGATIONS
Subject to the conditions set out below and subject to the payment to the Annual Charge by the Customer to the Company, the Company shall during the term of this agreement carry out in the manor set out in the schedule 1 such repair and replacement work resulting from fair ware and tear and/or faulty workmanship or faulty materials as is necessary to maintain the Equipment in efficient working order (“The Maintenance Service”).
The obligations of the Company shall be under no liability in respect of;
Making good defect in electricity supply network service and connections and/or host PABX systems.
220.127.116.11 Any failure or defective working of the Equipment due to any fault failure or change in the electrical supply and/or Network service and connections and/or host PABX systems.
18.104.22.168 Any failure or defective working of the equipment caused directly or indirectly by any meteorological conditions including electrical storms.
6.2.2 The Customer should have duly notified the Company of such fault or necessary repair in accordance with Clause 3.1.4 hereof.
6.3 At the request and expense of the Customer and only where the Company in its absolute discretion elects so to do carry out other work of repair and maintenance ort replacement to the Equipment apart form that describe in Clause 6.1
6.4 The Company reserves the right of a 14 day cooling period on new contracts for equipment installed not by the Company and reject any maintenance claims during this period if a registered engineer from the Company has not pre inspected the Customers equipment.
6.4.1 The Company reserves the right to reject any claim after the 14 day period for issues that have been advised within the initial 14 day period either verbal, written or by any other communication.
7.1 Subject to the provisions to this Agreement the Company warrants that it will exercise reasonable care and skill in the performance of its obligations here under.
7.2 The Company itself gives no undertaking or guarantee in respect of the description, quality or fitness for purpose of any materials used in the performance of its obligations hereunder but does undertake that, in the event that any defect in materials is notified to it within reasonable time of work being carried out by it will use its reasonable endeavours to secure recompense from it own supplier in respect there of and it will pass onto the Customer the benefit of any guarantee or indemnities given to it in respect thereof by its supplier.
7.3 Save as provided in paragraph 7.1 and paragraph 7.5 hereof;
7.3.1 All conditions and warranties expressed or implied, as to the quality of service to be provided by the Company or the fitness for any purpose of any materials used by the Company are hereby expressly excluded: and
7.3.2 The Company shall be under no liability for any loss or damage (whether direct, indirect or consequential) howsoever arising which may be suffered by the Customer other than any liability which cannot be excluded by law.
7.4 The Customer acknowledges that the Annual Charge and other charges payable by it are calculated on the basis that the above Conditions will apply and that it has been put on notice by the Company that it should insure itself against losses in respect of which the Company’s liability is excluded under this agreement.
7.5 The foregoing provisions of this condition shall not apply to the services provided to persons who deal as consumers (as that expression is so defined in section 12 of the Unfair Contract Terms Act 1977) unless the contract is an international supply contract (as described in section 26 of that act).
8. FORCE MAJEURE
The Company shall have the right to cancel the provision of the Maintenance Service if it is prevented from or hindered in providing the service through any circumstances beyond its control (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any loss or damage whatsoever resulting there from.
9. DEFAULT AND TERMINATION
The Company shall have the right at any time by giving notice in writing to the Customer to terminate this agreement forthwith in any of the following events:
If the Customer commits a breach of any of the terms and conditions of this Agreement and fails to remedy the same within 10 days of written notice requiring to do so.
If the Customer being a Company enters into liquidation whether compulsory or voluntary or administrative or administrative receivership or being an individual is made the subject of a bankruptcy order or in either case compounds with its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action on consequence of debt or in either case suffers an analogous procedure under the law of any jurisdiction.
10. GOVERNING LAW
This contract is governed by the Laws of England and the English Courts (to the jurisdiction of which the Customer hereby irrevocably submits) shall have the exclusion jurisdiction to resolve any dispute arising out of it.
Class of service – In respect to the Customers request the Company shall at the earliest practical opportunity instruct a maintenance engineer to attend to, inspect/or repair the Equipment during the Companies normal working hours.
The Company will endeavour to ensure that major faults receive a response within 4 hours, and minor faults receive a response within 8 hours. The severity of the fault will dictate the length of time in regards to fault resolution. Requests for programming changes have a 3 day response time upon our receipt of your request.
THE COMPANY’S OBLIGATIONS
Terms & Conditions of Sale & Equipment Rental by Best 4 Business Communications Ltd
This Agreement constitutes the entire agreement between the Customer and Best 4 Business Communications Ltd and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subjected matter of this Agreement. No alterations, waiver or modification of the printed terms of this Agreement shall be valid unless signed by a Director of Best 4 Business Communications Ltd and by a person authorised by the Customer. Variance from the terms of this Agreement in any order or other written notification from the Customer will be of no effect.
Catalogues, price lists and other advertising material are only indications of the type of goods offered and shall be subject to variations from time to time by Best 4 Business Communications Ltd and no prices or other particulars contained therein shall be binding on Best 4 Business Ltd.
The prices stated will not apply to quantities less than those quoted herein. Changes in specification and/or suspension of work by the buyer of lack of instructions necessary to perform the contact may result in price adjustments and/or delays in delivery.
Best 4 Business Communications Ltd reserves the right on the sale of any equipment to make before delivery any alteration to or departure from the specification or design of the equipment detailed overleaf provided that it shall not to a material extent adversely affect the performance of the equipment or the quality of the workmanship or the materials used.
All specifications, drawings and technical documents issued by Best 4 Business Communications either before or after conclusion of the contract are issued solely for the buyer’s use in connection with the equipment and shall not be copied, reproduced or communicated to any third party without express consent in writing from Best 4 Business Communications Ltd.
4. DELIVERY DATES
The delivery dates quoted are not to be regarded as being of the essence of any contact and are to be treated as estimates only, not involving Best 4 Business Communications Ltd in any liability through any inability to deliver within such time by reason of Act of God, war, civil insurrection, strike, storm, fire, flood, transportation difficulties, failure of supplier to deliver, material or labour shortage, law regulation or order of any government or agency or official thereof, or any cause not within their control whatsoever.
5. TERMS OF PAYMENT
Equipment notified by Best 4 Business Communications Ltd as ready for dispatch or that has been dispatched will be invoiced and payment in full shall be due according to the terms stated. Our standard terms are 50% on order and 50% on completion unless otherwise agreed in writing by Best 4 Business Communications Ltd. Late payments will incur interest charges of 8% above the Bank Of England base rate and any additional legal and administration costs incurred by Best 4 Business Communications Ltd in the recovery and collection of the said debt.
6. SECURITY INTERESTS
The equipment shall remain the property of Best 4 Business Communications until paid for in full by the buyer.
Should payment of the amount owing under the contract not be made when due, Best 4 Business Communications Ltd may remove and repossess the equipment (and for that purpose Best 4 Business Communications Ltd shall be entitled to enter upon any premises occupied by the buyer) in addition to exercising such other rights or remedies as may be conferred on it by law.
Should the customer enter into a temporary loan agreement, they agree to keep the equipment safe at all times, not loan the equipment to anyone else, only use the equipment for business purposes, accept responsibility for any damage to or loss of the equipment, and adhere to the usage limits for data. The loan equipment remains property of B4BC at all times.
If the equipment is not returned to B4BC within 7 days after the end of the agreed term, the customer agrees to pay the loan fee detailed on the loan equipment form until the equipment is returned in working order. B4BC will notify the customer of any faulty or missing equipment within 28 days of the delivery back to the B4BC offices (2235 – 2243 Coventry Road, Birmingham, B26 3NW). If any of the equipment is faulty or missing following inspection, the customer agrees to pay the cost for the replacement item listed on the loan form immediately.
7. INSPECTION AND ACCEPTANCE
Best 4 Business Communications Ltd products are carefully inspected and tested before dispatch. Minor variations from original specifications, which do not materially affect the operation and use of the equipment shall not be sufficient grounds for withholding payment or any part thereof. Likewise, any other separate order that has not been completed at point of install shall not be grounds for withholding payment. Furthermore, Best 4 Business Communication Ltd accept no liability for failure to attain performance figures.
Comprehensive maintenance of equipment will be provided under the terms of the maintenance agreement which should be entered into not later than the date of installation.
The buyer shall, prior to delivery, furnish adequate electrical current and fittings at a suitable site with such facilities as may be required in accordance with Best 4 Business Communications Ltd installation instructions. If any special equipment or alterations to the building are required, the cost will be paid for by the Customer. A charge will be made for any relocating of the equipment subsequent to installation. The equipment will be installed by Best 4 Business Communications Ltd under the supervision of Best 4 Business Communications Ltd authorised representative but the buyer is responsible for and shall furnish the necessary additional labour required by Best 4 Business Communications Ltd for placing any and all equipment where free access to the installation site is not available or where installation outside Best 4 Business Communications Ltd normal working hours is required.
10. CANCELLATION OR REJECTION
An order, once accepted by Best 4 Business Communications Ltd is binding on the Buyer and may not be cancelled unless specifically agreed in writing by Best 4 Business Communications Ltd and a charge of 25% of the purchase price, or 25% of the sum of all rental payments agreed, or 25% of the sum of all payments agreed to be made under any finance agreement proposed to be activated to finance the order may be charged as a cancellation fee. Best 4 Business Communications Ltd reserves the right to charge for any work done on any equipment and/or service provided up to the agreed cancellation date.
If the performance figures obtained in any test specifically provided for in the contract are outside the limits specified therein, the buyer will be entitled to reject the equipment Best 4 Business Communications Ltd will be given reasonable time and opportunity to rectify its performance.
(a) Best 4 Business Communications Ltd warrants that for a period of twelve months from the date of installation of the equipment and all components parts will be free from all defects in material and workmanship.
(b) If the buyer shall wish to make a claim on Best 4 Business Communications Ltd under the provisions of (a) above it will immediately notify Best 4 Business Communications Ltd of the part or parts which it claims to be defective and if upon inspection thereof Best 4 Business Communications Ltd agrees that the part(s) is/are defective and that the terms of sub clause (a) above apply Best 4 Business Communications Ltd sole obligation hereunder will be limited to providing a replacement part for the one which is defective.
(c) The warranty given by Best 4 Business Communications Ltd in (a) shall not apply if the repair or replacement of a part or parts is required because of the accident, neglect or misuse of the equipment by the buyer or interference with the equipment by persons other than Best 4 Business Communications Ltd engineers or except as specifically provided for herein Best 4 Business Communications Ltd gives no warranties or representations express or implied statutory or otherwise.
12. LAW AND ARBITRATION
Any contact made between the buyer and Best 4 Business Communications Ltd shall be governed by the law of England.
The term of this agreement shall be subject to the provisions of this agreement providing for earlier termination for the initial period specified on the face hereof commence on the commencement date shown on the face hereof (“the commencement date”) and shall continue thereafter from year to year until either of the parties shall give to the other at least forty two days prior written notice to be received on or before the anniversary date, sent by recorded delivery post. This agreement is to be deemed as a ‘rolling’ agreement and if not terminated within the agreed period, will re-enter into commitment for the original agreement period thereafter.
Terms and Conditions for provision of Calls, Line Rental, Broadband, & VoIP Services – Best 4 Business Communications Ltd.
1. Definitions and Interpretation Agreement: means these Terms and Conditions together with the Order.
Associated Company: means any company which is a parent company of the relevant entity or a subsidiary of such parent company, where parent company and subsidiary have the meanings set out in Section 736 of the Companies Act 1985.
BT: means British Telecommunications plc and its Associated Companies.
CPS: means carrier pre-selection.
Call Charge: means the Supplier’s charges for calls made on the System (including reverse charge calls) as specified in the Order or otherwise notified by the Supplier.
Charges: means any or all of the charges and fees payable by the Customer for the Service pursuant to this Agreement.
Confidential Information: means any information, whether communicated orally or in documentary or other form, which relates to the business of the Supplier including, without limitation, any information relating to products, customers, pricing, policies, methods, business plans and strategies, technical processes and financial affairs, in all cases whether expressly stated to be confidential or not.
Connection Charge: means the non-refundable charge payable by the Customer for installation and connection to the System as specified in the Order or otherwise notified by the Supplier.
Connection Point: means a terminal block, a socket for a removable plug, a distribution frame, or any other device which the Supplier fixes in any of the Sites to connect the Customer’s equipment to an Exchange Line.
Customer: means the party purchasing the Service, as named in the Order.
Early Termination Fee: means the Rental for the balance of the Minimum Period that remains outstanding.
Exchange Line: means apparatus forming part of the System used by the Supplier to connect the Site to a telephone exchange to provide the Service.
IPR: means all intellectual property rights including, without limitation, copyright, patents, trade marks, registered designs, design rights, mask works, know how and all other similarly protected rights.
Minimum Period: means twelve (12) months (or such longer period as is set out on the Order) from the date that the Service is first delivered to the Customer.
Offending Material: means any material, data, images or information that is:
(i) in breach of any law, regulation, code of practice or Supplier’s acceptable use policy, or
(ii) abusive, indecent, defamatory, obscene or menacing or otherwise offensive, or
(iii) in breach of confidence, IPR, privacy or any right of a third party.
Ofcom: means the Director General of Telecommunications or any similar office that may be appointed in addition or in substitution.
Order: means the Service Order Agreement signed by the parties or such other document that the Supplier deems to constitute the Order.
Rental: means the monthly fee (including line rental, equipment rental, VoIP service, and other rental) payable by the Customer for the Service, asset out in the Order or otherwise notified by the Supplier.
Service: means any and all of the services that the Supplier has agreed to supply to the Customer, as set out in the Order. The Charges have been based upon Calls &Lines only being provided as part of the Service where the Customer is also taking CPS from the Supplier in respect of the relevant Exchange Line. If the Calls & Lines service on any relevant Exchange Lines ceases to be provided, the Supplier shall been titled to amend its Charges to its then standard charges for CPS as a stand-alone service. If CPS on any relevant Exchange Line ceases to be provided, the Agreement shall terminate forthwith, without prejudice to clause 2.2.
Site: means any or all of the Customer’s sites at which the Supplier is providing the Service.
Supplier: Best 4 Business Communications Limited (Registration No. 565 2552) whose registered office is at Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW
Supplier’s Equipment: means any equipment owned by the Supplier or its licensors that the Supplier uses to provide the Service.
System: means the network that the Supplier uses to provide the Service.
Telephone Directory: means a Telephone Directory published by BT or any other operator (as appropriate).
Working Day: means 09:00 to 17:00 Monday to Thursday and 09:00 to 16:00 Fridays but excluding public holidays in the United Kingdom recognised by the Supplier. Any reference in this Agreement to any provision of a statute shall be construed as are reference to that provision as amended, re-enacted or extended at the relevant time.
2. Duration and Scope of this Agreement
2.1 This Agreement commences on the date of acceptance of the Order by the Supplier and will continue (subject to Clause 7) until terminated by either Party on forty two days written notice, to expire on the Minimum Period which commences on day of supply of service. This contract is deemed to be classed as a ‘rolling contract’ and will recommence for the original contract minimum period unless terminated in accordance with the above.
2.2 If the Customer terminates this Agreement during the Minimum Period and has no right to terminate under Clause 7, or if CALLS & LINES ceases to be provided on the relevant Exchange Line during the Minimum Period, the Customer shall pay, in addition to other sums payable up to the date of termination, the Early Termination Fee.
2.3 Until termination for whatever reason, the Supplier agrees to provide the Service to the Customer in accordance with this Agreement in consideration of the agreement of the Customer to use the Service in accordance with this Agreement and to pay the Charges when they are due.
2.4 The Customer hereby agrees to the termination of its existing contract for equivalent services with its existing communications service provider. The Customer shall provide to the Supplier any relevant account and Calling Line Identification numbers that may be required by
BT or other communications provider, and also access to carry out their obligations for the Supplier, BT and anyone acting on either of their behalf, to the Customer’s premises if so required. The Customer acknowledges that the Supplier cannot process the provision of the Service until such information and access is provided.
2.5 The Customer shall provide a suitable and safe working environment for the Supplier, BT and anyone acting on either of their behalf, to the Customer’s premises.
2.6 The provision of the Service requires that BT or other communications provider undertake programming at exchange level. Accordingly, it is agreed that any act, default or delay by BT or other communications provider in carrying out such programming or otherwise relating to or affecting the Service shall not be the responsibility of the Supplier.
2.6 The Calls & Lines Service is available only if the Customer has a valid contract for the use of an analogue Exchange Line (in the case of the wholesale access Service) or digital Exchange Line capable of supporting an existing ISDN2, 2e or 30 service (in the case of Wholesale ISDN2, 2e or 30 Service) direct Exchange Line (for each Exchange Line being ordered) which terminates on a Connection Point. If such contract does not exist, the Customer must request the Supplier to have installed an Exchange Line, Connection Point and/or ISDN2, 2e or 30bearer, as appropriate.
2.7 The Customer acknowledges that certain services are incompatible with the Calls & Lines service available from BT, and such incompatible services are excluded from the Services. The Customer also acknowledges that some technical limitations within the System may not become apparent until after the Service has been working for some time: in such circumstances, the Service may need to be withdrawn in which case the Customer shall be entitled to a pro rata rebate of any relevant Charges paid in advance by the Customer.
2.8 The Customer’s equipment to be used connected with the Service shall be connected by means of Connection Points and ancillary wiring. If the Customer wishes a Connection Point to be moved to another place within the Site, the Supplier may agree, subject to payment of the Supplier’s applicable charges. The Customer shall, at the Supplier’s request, arrange for the Customer’s equipment to be reprogrammed by its designated maintainer in accordance with instructions provided by the Supplier, to enable any indirect or other access. The Supplier will have no responsibility in respect of such reprogramming.
3. The Supplier’s General Obligations
3.1 The provision of the Service is subject to all relevant licences, infrastructure (or interconnect arrangements) and consents being in place.
The Supplier shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. The Customer shall obtain any consent or facility that is necessary or desirable for the Supplier to provide the Service on the Site.
3.2 The Supplier shall exercise the reasonable care and skill of a competent communications operator. The Service cannot be guaranteed to be fault free but the Supplier shall provide the same quality of service to the Customer as it provides from time to time to its customers generally.
3.3 The Customer shall report any fault to the Supplier’s Customer Services Department, where it will be dealt with in accordance with the agreed fault repair service. Where no Supplier’s Equipment is installed, the Supplier may request that the Customer first have its designated maintainer check the Customer’s equipment. If the Supplier agrees to fix a fault that is caused by the Customer or that otherwise falls outside the responsibility of the Supplier or where no fault is found, the Supplier may charge the Customer for any work that the Supplier has undertaken at its applicable man-hour rate.
3.4 The Supplier may alter the name or number of a telephone exchange serving the Exchange Line, the telephone number, or any other name, code or number whatsoever that the Supplier allocates to the Customer in instances where such alterations are required as a result of necessary operational or technical changes to the Supplier’s communications network or changes in legal or regulatory requirements.
3.5 The Supplier will allocate a telephone number to the Customer in respect of the Exchange Line and, unless the Customer requests otherwise, will arrange for a free standard entry to be made in a Telephone Directory. If the Supplier agrees to arrange a special entry (for which a charge would be made), this will be subject to additional terms and conditions.
3.6 Where the Supplier allocates telephone numbers to the Customer, the Customer will not (subject to any statutory or authorisation provisions relating to number portability) acquire any rights whatsoever in such telephone numbers. The Customer will not apply for registration of the telephone numbers as part of a trademark.
3.7 If the Supplier has an agreement with the Customer’s existing communications service provider, the Supplier can, at the Customer’s request, provide the Customer with a telephone line using the Customer’s existing number subject to the following:
3.7.1 There are no technical reasons preventing the use of the number;
3.7.2 The existing communications service provider agrees to release the relevant telephone number(s); 3.7.3 The Customer agrees to cease service on the existing communications service provider’s telephone line using the telephone number and authorises the Supplier to arrange for that cease to take place;
3.7.4 The Customer provides the Supplier with full details including (but not limited to) the account name, account number, service address and billing address;
3.7.5 The Customer pays the Supplier’s charges (if any) for number portability;
3.7.6 Number portability is only available at the Site.
3.8 The Supplier does not accept any liability for claims relating to the Customer’s ability to use or to continue use of a particular telephone number.
4. The Customer’s Obligations
4.1 The Customer shall not utilise and shall ensure that no other person uses the Service:
4.1.1 For storing, reproducing, transmitting, communicating or receiving any Offending Material; or
4.1.2 Fraudulently or for any criminal purpose or in a manner that is contrary to any regulatory or legal requirement; or
4.1.3 To make offensive, indecent, menacing, nuisance or hoax Calls; or
4.1.4 Contrary to instructions that the Supplier may give to the Customer.
4.2 The Customer will provide the Supplier with all information that the Supplier needs and allow the Supplier to use that information for credit checking and debt collection (including disclosure to and use by third parties acting for the Supplier) and any other uses and disclosures allowed by the Protection Act 1998 and will allow the Supplier to disclose such information to the extent that the Supplier is required to do so by Ofcom, the law or any relevant authority.
4.3 The Customer shall keep all of the Supplier’s Equipment at the Site safe and shall pay for the replacement and/or repair of any of the Supplier’s Equipment which is lost, damaged (otherwise than by fair wear and tear) or destroyed. The Customer shall not alter or move any of the Supplier’s Equipment, nor do anything that is likely to damage or adversely affect its performance, nor remove or deface any words or signs on it, nor permit anyone else to do so. The Customer shall not sell, let, mortgage, charge, pledge, dispose of or do anything that would prejudice the Supplier’s Equipment or the System in any way. The Customer will allow the Supplier to inspect, test, modify, change, add to, replace or remove any Supplier’s Equipment, either remotely or via a designated maintainer. At the end of the term of the Agreement, the Customer will allow the Supplier access at all times to collect any of the Supplier’s Equipment in the Customer’s possession.
4.4 The Customer shall at its own cost arrange for the required Site specific conditions, as notified by the Supplier. This will include, without limitation, mains electricity supply, connection points and computer terminals. The Customer shall prepare the Sites in accordance with the Supplier’s reasonable instructions and reinstate them at the Customer’s expense after the Supplier has completed any work necessary for the Supplier to be able to provide the Service.
4.5 The Customer shall ensure that any equipment (excluding Supplier’s Equipment) that it uses in connection with the Service meets any legal or regulatory requirements and is approved for connection to the System. If not, the Customer must immediately disconnect it or allow the Supplier to do so at the Customer’s expense.
4.6 The use of computing equipment and/or computer software owned and/or controlled by the Supplier (including computer networks and systems accessed via the network) is permitted for bona fide purposes and is subject to authorisation. Unauthorised or improper use of these facilities is a breach of this Agreement and may give rise to withdrawal of the facilities and/or proceeding sunder the Computer Misuse Act 1990.
4.7 The Customer shall indemnify and keep indemnified the Supplier against all or any claims and associated costs, damages or expenses made by any third party as a consequence of any breach by or other act or omission of the Customer under or in relation to this Agreement.
4.8 The Customer shall comply with any requirements notified by the Supplier relating to number portability.
4.9 Where the Customer’s existing account with BT includes BT equipment which is not required for the provision of the Service, the
Customer shall contact BT in order to remove the BT equipment or move such equipment to another BT account.
5.1 The Supplier shall be entitled to send an invoice to the Customer for the Connection Charge when the Telephone Service is available to the Customer, for the Rental monthly in advance and for the Call Charges after the end of the month in which the relevant calls were made.
The Customer shall pay all Rental and Call Charges whether the Customer or someone else uses the Service. The Call Charges will be calculated using the details recorded or logged at the Supplier’s telephone exchange and not details recorded by the Customer.
5.2 The Customer shall pay any cancellation charges, abortive visit charges, engineering visit or site survey charges, or maintenance service charges imposed on the Supplier by BT and relating to the Service, save where such abortive visit or service maintenance charges arise through the Supplier’s default.
5.3 The customer shall pay an initial connection fee of £0.05 per call on any external outbound call from the supplier network. The supplier may change the level of its connection charges after giving the Customer four (4) weeks written notice of its intention to do so.
5.4 The Rental shall continue to be payable during any period of suspension or restriction requested by the Customer in addition to any Charges for such suspension or restriction.
5.5 The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.
5.6 The Customer shall (without set-off or deduction) pay in pounds sterling all invoices issued by the Supplier within fourteen (14) days of the date upon them. If the Customer’s credit rating decreases at any time, the Supplier shall be entitled to revise the credit terms to require payment upon invoice or in less than 14 days. If the Customer fails to make payment by this date in full, in addition to the Supplier’s right to suspend set out in Clause 6.1, the Supplier may charge a late payment fee of £25.00 per account, per month, as well as interest at the rate of 8% per annum above the base rate of the Bank of England on any amounts outstanding from the due date for payment until payment is made in full.
5.7 The Supplier may change the level of its Charges after giving the Customer four (4) weeks written notice of its intention to do so. This notice may be included in an invoice to the Customer. If the Supplier increases the Charges by more than the Retail Price Index during the Minimum Period, the Customer may terminate the Agreement in accordance with Clause 2 within ten (10) days of receipt of the notice of increase, without the obligation to pay the Total Early Termination Fee.
5.8 The Supplier may also change the level of its Charges during or after the Minimum Period, retrospectively as well as prospectively, as a consequence of (a) any Ofcom direction, determination, order or similar decision, or (b) any notice issued by BT correcting an error in the amount or application of a charge or payment under its interconnect agreement with the Supplier. In both cases, the Supplier shall only be entitled to change the level of its Charges where the foregoing impacts upon the basis upon which the Charges were calculated.
5.9 Where the Supplier agrees to do work outside a Working Day at the request of the Customer, the Supplier may charge the Customer in accordance with the Supplier’s applicable man-hour rate.
6. Suspension and Variation of the Service
6.1 The Supplier may, in its sole discretion and upon giving the Customer written notice, suspend or vary the Service without compensation (unless due to the default of the Supplier) for any period during which:
6.1.1 The Supplier is required to do so in order to avoid a breach of the authorisation of the Supplier under the Communications Act 2003, as amended from time to time;
6.1.2 The Supplier is obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, Oftel, Radio Communications Agency, an emergency services organisation or a competent administrative authority;
6.1.3 The Supplier reasonably suspects or believes that the Customer is in breach of Clause 4.1 or the Customer is in breach of Clause 5;
6.1.4 The Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from the Supplier; or
6.1.5 The Supplier’s contract with BT relating to the Services is suspended, varied or terminated.
6.2 The Customer acknowledges that BT may make alterations to the service (including, without limitation, conversions, shifts, reconfigurations and renumbers) which may result in disruption.
6.3 The Customer shall reimburse the Supplier for all reasonable costs and expenses incurred as a result of the suspension and any recommencement or variation of the Service where suspension or variation is implemented as a result of any actor omission of the Customer.
6.4 The Supplier may at any time suspend the Service or any part of it, without liability:
6.4.1 To vary the technical specification of the Service in order to comply with any relevant law or regulation or direction from a competent authority; or
6.4.2 To repair, maintain or improve the Service; The Supplier will, during such suspension under this Clause 6.4, try to ensure that minimum disruption is caused to the Service.
7.1 Either party may immediately terminate this agreement by written notice if the other party commits a material breach that is not capable of being remedied.
7.2 Either party may serve written notice requiring the other party to remedy within forty-five (45) days of receipt of the notice a material breach of this agreement that is capable of remedy. In the absence of a remedy in this period, the party that served notice to remedy may immediately terminate this agreement by written notice.
7.3 Either party may immediately terminate this agreement by written notice if the other party commits an act of bankruptcy or goes into or is put into liquidation (other than solely for the purposes of a reconstruction or amalgamation) or if a receiver or administrator is appointed over all or part of the other party’s assets or the other party suffers seizure of any of its property for non payment of monies owing.
7.4 If the customer wishes to end the agreement before agreed term the customer agrees to pay all fixed line rental and or service costs until the end of the agreed term plus £50 per month remaining on the agreed term. In the case of broadband service cancellation, an additional fixed fee of £50 is charged on disconnection / transfer.
7.5 If this agreement is signed before the supplier has completed its credit check of the customer, the supplier shall be permitted to terminate this agreement immediately by written notice if the customer fails to pass the supplier’s credit policy
7.6 The supplier shall be permitted to terminate this agreement immediately by written notice at any time for the reasons set out in clauses 6.1.1 and 6.1.2.
7.7 The rights to terminate this agreement given by this clause 7 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Following termination of the service, telephone service may be disconnected unless the customer makes alternative arrangements with the supplier or another communications service provider.
7.8 If the customer or existing service supplier cancel the transfer of services to the provider after the order has been accepted by the supplier, there will be an pre transfer termination fee of £50 per telephone line and or broadband connection.
8. Limitations and exclusions of liability
8.1 This clause 8 sets out the supplier’s entire liability (including any liability for acts or omissions of the supplier’s employees, agents or subcontractors) to the customer in tort, contract or otherwise arising in connection with the performance, non-performance or contemplated performance of this agreement. Except as set out in this agreement, the supplier provides no warranties, conditions or guarantees as to the description or quality of the service, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law. The supplier’s duty in performing any obligations under this agreement is only to exercise reasonable care and skill of a reasonably competent communications provider.
8.2 Subject to clause 8.4, the supplier’s entire liability for non-fraudulent representation, or implied warranty, condition or other term, or under any duty at common law, or in tort (including negligence) or under the express terms of this agreement shall not in the aggregate, in any period of 12 months, exceed the charges paid in respect of that 12 month period. If for any reason this limit of liability shall be found to be unlawful or invalid by a court of competent jurisdiction, the supplier’s entire liability as referred to in this clause shall not exceed £1,000,000 (one million pounds sterling) for any one incident or series of related incidents and £2,000,000 (two million pounds sterling) in aggregate during the term of this agreement.
8.3 Notwithstanding anything to the contrary in this agreement, but subject to clause 8.4, the supplier shall not be liable to the customer under the express terms of this agreement or by reason of any non fraudulent representation, or implied warranty, condition or other term, or any duty at common law, or any tort, for any loss of profits or revenue, loss of income or business, loss of goodwill or reputation, loss of anticipated savings, loss of data, loss of use, or damages, loss or expenses payable by the customer to any third party or any indirect or consequential or special loss or damage whatsoever and howsoever caused.
8.4 The supplier shall not exclude or restrict liability for death or personal injury resulting from its own negligence or for fraudulent misrepresentation.
8.5 Each of the Supplier and the Customer acknowledges that it considers the provisions of this clause 8 to be reasonable, taking account of the other terms of this agreement (including the Charges) and its ability to insure against losses which may arise from any breach by the other party of its obligations under this agreement.
8.6 The provisions of this Clause 8 shall survive termination or expiry of the agreement.
9 Confidentiality and Data Protection
9.1 The Customer agrees to keep all confidential information confidential, to disclose it only to its employees that need to know it and to use it exclusively for the purposes contemplated by this agreement. This clause shall not apply to information that the customer can prove:
9.1.1 Is in the public domain otherwise than by the customer’s breach;
9.1.2 It already had in its possession prior to obtaining the information directly or indirectly from the Supplier; or
9.1.3 A third party subsequently disclosed to the Customer free of restrictions on disclosure and use. This Clause shall survive for three (3) years from when the Customer acquired that Confidential Information from the Supplier.
9.2 The Customer may disclose Confidential Information if required to do so by law, regulation or rules of a securities exchange or other regulatory authority, but only to the extent of the relevant requirement. The Customer shall promptly inform the Supplier of the requirement and will co-operate with the Supplier in the disclosure.
9.3 The use of any information, including Calling Line Identification, may be subject to (and therefore the Customer shall comply with) the
Data Protection Act 1998, EU Data Protection Directives and The Telecommunications (Data Protection and Privacy) Regulations 1999. The Supplier reserves the right to withhold Calling Line Identification if it believes that the Customer has failed to comply with this Clause or the Supplier receives a complaint from any relevant authority.
9.4 The Customer hereby consents to BT disclosing to the Supplier any information relating to the transfer or removal, of BT’s retail products and services that exist on the Exchange Line as at the time of transfer of the service from BT to the Supplier.
All IPR relating to the subject matter of this Agreement shall vest in, and ownership of the Supplier’s Equipment and the System (including any works performed by the Supplier to connect the Site to the System) shall remain with the Supplier or its licensors, as appropriate. The
Customer acknowledges that it shall have no licence, right, title or interest in or to any IPR of the Supplier or its licensors or the Supplier’s Equipment or the System, except as expressly set out in this Agreement. This Clause shall survive termination or expiry of the Agreement.
11 Circumstances Beyond Reasonable Control
11.1 Neither Party shall be liable for any delay in performing its obligations under this Agreement caused by circumstances beyond its reasonable control. These are circumstances such as, but not limited to, Acts of God, insurrection or civil disorder or military operations, national or local emergency, acts or omissions of government or other competent authority or regulatory authority, fire, flood, lightning or other weather of exceptional severity, subsidence, explosion or industrial disputes. This Clause does not apply to the Customer’s obligation to pay.
11.2 If either Party is affected by circumstances beyond its reasonable control, it shall notify the other Party and shall use reasonable endeavours to overcome the effects. If those effects continue for more than three (3) months, the Parties shall enter into a discussion to agree, in good faith, the best way forward.
12.1 Notices must be written and delivered by hand or first class prepaid post. The address for service on the Supplier (subject to any change notified by the Supplier) is: Best 4 Business Communications Limited, Sheldon Chambers, 2235, 2243 Coventry Road, Birmingham B26 3NW. The address for service on the Customer is as set out in the most recent invoice.
12.2 A notice will be deemed served as follows:
12.2.1 On hand delivery, except where this is outside a Working Day, in which case the next Working Day;
12.2.2 Two Working Days after posting (proof that the envelope containing the notice was properly addressed, prepaid and posted and that it has not been returned to the sender shall be proof of posting).
13.1 Headings in this Agreement shall not affect interpretation.
13.2 A delay in enforcing rights under this Agreement shall not be a waiver, as any waiver must be expressly granted in writing.
13.3 The unenforceability or invalidity of any part of this Agreement shall not affect the enforceability or validity of the remainder of it.
13.4 The termination or expiry of this Agreement shall be without prejudice to the rights of either Party, which have accrued prior to termination or expiry. Clauses that are expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall so survive.
13.5 This Agreement contains the entire agreement and supersedes all other agreements and understandings between the Parties with respect to its subject matter. Any terms proposed by the Customer that are not written in these Terms and Conditions shall be invalid. Subject to Clause 8.4, each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly written in this Agreement, and that its only remedy can be for breach of contract.
13.6 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties.
13.7 This Agreement is not intended to be for the benefit of and shall not be exercisable by, any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise and neither Party can declare itself trustee of the rights under it for the benefit of any third party.
13.8 The Supplier may change this Agreement at any time without requiring the agreement of the Customer to the extent that the Supplier’s contract with BT relating to the Service is changed.
13.9 The Supplier may transfer or assign its rights and obligations to any of its Associated Companies and may sub-contract any of its obligations. Otherwise, neither Party may transfer, assign, sub-licence or subcontract any rights, licences or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld or delayed.
13.10 English law shall govern the validity, construction and performance of this Agreement and the Parties submit to the exclusive jurisdiction of the English Courts.
NGN Access Charges
|Price Group||Setup Charge||B4BC Access Charge PPM|
B4BC Mobile Terms & Conditions (Direct Customer Billing)
- DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following terms and expressions shall have the following meanings unless the context otherwise requires:
TERM / EXPRESSION MEANING
“Accessory” means an item of equipment sold separately for use with Mobile Equipment but which is not on its own Mobile Equipment and which cannot be used without Mobile Equipment in connection with Mobile Services;
“Affiliate” means any undertaking which is a subsidiary undertaking or parent undertaking (including the ultimate parent undertaking) of the relevant party and any company which is a subsidiary undertaking of such parent undertaking (the terms subsidiary undertaking and parent undertaking company having the meanings set out in Section 1162 of the
Companies Act 2006);
“Agreement” means this agreement between the Customer and B4BC recorded in the documents described in clause 28 of these General Conditions;
“B4BC” means Best 4 Business Communications Limited whose company registration number is 05652552 and registered address is Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW.
“Charges” means the monies payable by the Customer to B4BC under this Agreement, including Rental Charges;
“Airtime” means mobile airtime and Network capacity;
“Airtime Account” means a notional account set up by B4BC to accrue credits owing to the Customer from which Network capacity (e.g. calls) can be purchased from B4BC by
“AIT” means artificially inflated traffic which occurs when the flow of calls to any particular revenue share service is, as a result of any activity by or on or behalf of the entity operating that revenue share service, disproportionate to the low of calls which would be expected from good faith usage of the Network;
“Commencement Date” means the date upon which this Agreement has been signed by the Customer;
“Commercial Schedule” means the document or documents entitled Commercial Schedule, which set out the Charges associated with a particular Service, all of which shall form part of this Agreement;
“Confidential Information” means proprietary information and/or any information obtained from the other party in connection with this Agreement (including for the avoidance of doubt details of the Customer’s employees)
(i) reasonably identified by either party as commercially
sensitive or confidential;
(ii) obviously confidential in nature; or
(iii) given in circumstances giving rise to an obligation of
“Customer” has the meaning set out in front of this Agreement in the section entitled “Your Agreement”;
“Customer Employee” means any employee, consultant, agent or sub-contractor (or an employee or consultant thereof) engaged or employed by the Customer or any Third
Party to provide a Service or services similar to a Service or any part of a Service;
“Customer Request Form” means a document which can be submitted electronically or manually by a Customer to B4BC containing the detailed information necessary to fulfil
a Customer’s order for Services, in the form notified by B4BC to the Customer from time to time;
“Customer Service Charter” means B4BC’s standard customer service charter as amended by B4BC from time to time and which is non-binding;
“Data Connection” means any connection and or communication between Devices by which data is either transmitted and/or received;
“Device” means Equipment or other mobile device, capable of incorporating a SIM Card;
“Employee Liability Information” shall have the meaning ascribed to it in the TUPE Regulations, as amended from time to time;
“End User Licensed Software” means any software, the licence terms of which are governed by a separate agreement with the licensor of such software, typically by means of a
“click wrap” or “shrink wrap” licence agreement;
“Equipment” means equipment purchased by the Customer from B4BC under this Agreement which may be used in the provision of the Services, as detailed in the Commercial Schedule, quotation, order form or other document agreed between the parties from time to time;
“Gateway” means any equipment containing one or more SIM Cards for one or more mobile networks, which enables the routing of calls and/or SMS and/or any other form of communication from fixed apparatus to mobile equipment by establishing a mobile to mobile call, SMS Text message or Data Connection;
“General Conditions” means this document entitled “General Conditions for Business Customers”;
“Incident” means any reported event which is not part of the standard operation of a Service and which causes disruption to or a reduction in the quality of such Service;
“Internet” means the global data network comprising interconnected networks using the TCP/IP protocol suite;
“Minimum Holding” means the minimum number of instances of a Service (e.g. lines) which must remain connected to a particular Service;
“Minimum Holding Charge” means, in relation to a particular Service, the Charges payable for that Service for a failure to reach and maintain the Minimum Holding(s);
“Minimum Holding Period” means, in relation to a particular Service, the number of months from the Service Commencement Date within which the Customer is required
to connect the Minimum Holding(s);
“Minimum Period” means the minimum number of months a particular Service or instance of a Service must be in operation for which, unless specified otherwise in any Terms,
shall be 12 months from the Service Commencement Date;
“Minimum Spend” means the minimum total expenditure which must be incurred by the Customer prior to the expiry of the Minimum Term, in relation to all or a particular Service or Services and excludes any Equipment Charges or other line items;
“Minimum Term” means the initial period of this Agreement and if not specified shall be the period from the Commencement Date until the expiry of the last Minimum
“Mobile Equipment” means any phones and related items (including, but not limited to USB modems and phone chargers packaged along with a phone) or other equipment provided by O2 to the Customer under this Agreement for use in connection with the Mobile Services and which, for the avoidance of doubt, is included in the definition of Equipment
in this Agreement;
“Network” means the network of any Third Party used by B4BC to supply the Services, as applicable;
“New Connection” (including New SIM Only Connections and New Connections With Device) means a new SIM Card which connects to the Network under this Agreement which
was not immediately prior to this Agreement connected to the Network except where the SIM Cards were formerly provided to the Customer by means of a Reseller;
“New Connection With Device” means a New Connection in conjunction with which B4BC is providing a Device at the New Connection rate for Mobile Equipment;
“New SIM Only Connection” means a New Connection in conjunction with which B4BC is not providing a Device at the New Connection rate for Mobile Equipment;
“RPI Rate” means the “RPI Percentage change over 12 months: monthly rate” announced by the Office for National Statistics in the February preceding an RPI Change;
“Rental Charge(s)” means the monthly non-usage dependent part of the Charges for the Services;
“Replacement Services” means all or part of the Services or services substantially similar to all or part of the Services which are provided by an entity other than B4BC following the termination of this Agreement (or the relevant part of this Agreement) or the termination of any or all of the Services;
“Reseller” means any Third Party acting as an agent or distributor on behalf of B4BC;
“Re-Sign Connection” (including Re-Sign SIM Only Connections or Re-Sign Connections With Device) means the transfer of a SIM Card which was, immediately prior to
this Agreement, connected under an agreement between B4BC (directly, and not via a third party);
“Re-Sign Connection With Device” means the transfer of a SIM Card which was, immediately prior to this Agreement, connected under an agreement between B4BC (directly, and not via a third party) and the B4BC Terms and Conditions for Business Customers Customer and in
conjunction with which B4BC is providing Mobile Equipment;
“Re-Sign SIM Only Connection” means the transfer of a SIM Card which was, immediately prior to this Agreement, connected under an agreement between B4BC (directly, and not via a Third Party) and the Customer, and in conjunction with which B4BC is not providing Mobile
Equipment at the New Connection rate for Mobile Equipment;
“SIM Card” means a subscriber identity module card supplied to the Customer by B4BC and which, for the avoidance of doubt, is included in the definition of Equipment in this Agreement;
“SMS” and / or “MMS” means the short message service and multimedia message service which allows text messages and/or pictures to be sent and received from mobile
“Service(s)” means the service(s) identified in the Commercial Schedule(s) and provided by B4BC as such service(s) are described in the Terms, Service Schedules and or Commercial Schedule as applicable and any other services agreed by the parties from time to time;
“Service Commencement Date” in respect of a Service or a particular instance of a Service means the date on which that particular Service or particular instance of a Service is first provided to the Customer, or as otherwise explicitly set out in this Agreement;
“Services Provider” means a provider of telecommunications services or other services similar to the Services, including B4BC or an B4BC Affiliate or any direct or indirect supplier of B4BC or an B4BC Affiliate;
“Service Schedule” means the document entitled “Service Schedule” containing additional terms relating to a particular Service which schedule shall form part of this Agreement;
“Service Transfer” means the transfer of a Service (or any part of a Service) that had been provided pursuant to this Agreement (as a result of termination of this Agreement
“Site” means (where applicable) a physical location at which any Equipment shall be located and/or at or to which a Service shall be provided;
“Software” means any software, excluding End User Licensed Software, supplied to the Customer by B4BC under this Agreement and includes all other software identified in
this Agreement as “Software”;
“Solution Build Document” and “SBD” means a design document produced by B4BC and agreed between the parties, which describes particular Services in a greater level of detail, as further described in the relevant Service Schedule;
“Successor Supplier” means any entity (including the Customer where relevant) which provides the Replacement Services;
“Target Delivery Date” in respect of a Service means the date for the commencement of the provision of the relevant Service as specified by B4BC;
“Termination Fee” in respect of a Service, means the termination fee set out in the Commercial Schedule, and if not otherwise specified, means: the monthly Rental Charge
for each instance of a Service multiplied by the remaining number of part or whole months in the Minimum Period. for each instance of that Service; and the Minimum Holding
Charge; and any shortfall between the actual Charges paid by the Customer and the Minimum Spend and any subsidies provided to the Customer at the outset of the Agreement and any reasonable sum for providing PAC codes perm line;
“Term” means the term of this Agreement as set out in clause 2.1 of these General Conditions;
“Terms” means documents entitled “Terms” containing additional terms relating to particular Services or Equipment which shall form part of this Agreement;
“Third Party” means a person, company or entity other than B4BC or the Customer;
“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended, re-enacted or extended from time to time);
“User” means Customer Employees, subcontractors, agents or anyone else who is permitted by the Customer to use the Service;
“Working Day” means Monday to Friday (excluding UK bank and public holidays).
“B4BC” means Best 4 Business Communications Limited as set out in front of this Agreement in the section entitled “Your Agreement”;
“B4BC Employee” means any employee or other staff of B4BC or an B4BC Affiliate or any employee or other staff of any direct or indirect sub-contractor or supplier of B4BC or an B4BC Affiliate who provides the Services on behalf of B4BC;
“B4BC Representative” means a representative of B4BC
and which includes a representative of B4BC’s suppliers;
“B4BC Website” means www.b4bc.co.uk;
1.2 The headings in this Agreement are for ease of reference only and shall not affect its construction.
1.3 References in this Agreement to any statute or statutory instrument shall include any re-enactment, modifications or amendments thereto for the time being in force.
1.4 References to clauses, sub-clauses, paragraphs, Terms and Service Schedules refer, unless otherwise stated, to clauses and sub-clauses of, and schedules to, this Agreement, and paragraphs to the Service Schedules.
1.5 Unless the context otherwise requires, the singular shall include the plural and vice versa.
1.6 Any obligation (including an obligation to “procure” or “ensure”) assumed by an obligor under this Agreement takes effect as a primary obligation.
1.7 References in this Agreement to a Service shall include any instance of such Service as applicable (for example, reference to a landline Service shall include both all landline Services provided to the Customer and/or each individual landline, as the context requires).
1.8 Where a term or acronym appears in capital letters and is not specifically defined in this Agreement it shall have its industry standard meaning as would be reasonably understood by a customer or supplier of telecommunications or information technology services.
- COMMENCEMENT AND TERM
This Agreement shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter until the last remaining Service is terminated in accordance
with this Agreement. If the Customer does not terminate this agreement in accordance with clause 13 after the Minimum Term then this Agreement will continue for a further Minimum Term and thereafter until terminated in accordance with this Agreement.
- SUPPLY OF SERVICES AND/OR EQUIPMENT
3.1 In consideration of the Customer paying the Charges and fulfilling all of its commitments as set out in this Agreement, B4BC shall supply the Services and Equipment as applicable in accordance with the terms of the Agreement.
3.2 B4BC shall commence supplying a Service on the relevant Service Commencement Date and shall supply those Services for the relevant Minimum Period and thereafter until terminated by either party in accordance with the provisions of this Agreement.
- B4BC OBLIGATIONS
4.1 B4BC will supply the Services with the reasonable skill and care of a competent telecommunications service provider.
4.2 B4BC does not guarantee that the Services will be continuously available and/or fault-free. The Customer acknowledges that faults may occur from time to time, provided that any specific availability or service levels agreed between the parties or as set out in a Service
Schedule will take precedence.
4.3 Whilst every effort will be made by us to transfer over to your new network provider any call numbers you are currently using, have pre-notified us about and in respect of which have supplied to us each specified call numbers unique PAC transfer code, this is a non essential term of the contract between us, and should we not be able to fulfil your call number transfer request (for all or any of your call numbers) within  days for reasons beyond our control we shall be entitled in compliance with our contractual obligation to you to instead supply you with a new and different call number for each existing specified number not so transferred’
4.4 B4BC will use reasonable endeavours to provide the Services subject to technical and commercial feasibility.
4.5 B4BC shall be entitled to change the way it provides a Service, provided that any change to the way it provides such Service does not materially impact the ability of B4BC to provide the Service to the Customer.
4.6 B4BC shall use reasonable endeavours to provide the Services and Equipment within any time periods and or by any date indicated to the Customer, but all time periods and dates (including the Target Delivery Date) are estimates and except where explicitly stated B4BC
shall have no liability for any failure to meet any date or perform any of its obligations within the time period indicated.
- THE CHARGES
5.1 The Charges for Services and Equipment detailed in the Commercial Schedule(s) are available subject to the Customer fulfilling all of its commitments as set out in this Agreement, including but not limited to:
- a) paying the Charges in accordance with this Agreement; and
- b) achieving any applicable Minimum Spend, Minimum Holding and/or Minimum Period.
5.2 The Customer shall pay the Charges for:
- a) each Service provided by B4BC (whether or not the Service is used by the Customer);
- b) where applicable, the Equipment; and
- c) any other products or services agreed between the parties from time to time, in accordance with this clause 5.
5.3 Most Charges are set out in the Commercial Schedule(s). Where a Charge is not set out in the Commercial Schedule, the Charge shall be:
- a) as set out on the B4BC Website at the time the Equipment, Service or other agreed product or service was supplied; or
- b) as notified to the Customer by B4BC (including in a Service Schedule or SBD).
5.4 Usage based Charges shall be based upon data recorded by or on behalf of B4BC.
5.5 The Charges are exclusive of value added tax which will be charged at the prevailing rate.
5.6 B4BC will increase or decrease Rental Charges each year by the RPI Rate (an “RPI Change”). B4BC will publish the relevant RPI Rate on the B4BC Website as soon as it
- INVOICING AND PAYMENT
6.1 Unless otherwise agreed with the Customer, B4BC may issue to the Customer on a monthly basis in relation to Services and on delivery in relation to Equipment one or more invoice(s) which shall set out the Charges due in accordance with this Agreement.
6.2 Unless otherwise stated in the Commercial Schedule,
the Customer shall pay:
- a) monthly, quarterly or annually (as applicable) in advance for Rental Charges and other recurring Charges (including inclusive usage Charges); and
- b) monthly, quarterly or annually (as applicable) in arrears for usage (excluding inclusive usage Charges), connection and other non-recurring Charges.
6.3 If the parties agree that payments of the Charges to B4BC are to be made by credit card and if payments of such Charges are not made on the due date, B4BC is authorised to debit the Customer’s nominated credit card company with all Charges due and payable to B4BC.
6.4 The Customer shall pay each invoice issued by B4BC under this Agreement (including any invoice relating to Termination Fees) within 30 days of the date of invoice. The invoice shall be deemed paid once B4BC receives such payment as cleared funds in its nominated bank account.
6.5 The Customer shall pay the Charges (including any Termination Fees) in full without any deduction or set off.
6.6 B4BC may, without prejudice to any other rights it may have, set off any liability of the Customer to B4BC against any liability of B4BC to the Customer.
6.7 Without prejudice to any other rights of B4BC, in the event of the Customer failing to pay any sums due to B4BC on time or at all, notwithstanding notification by B4BC of the overdue debt to the Customer, B4BC shall be entitled to:
- a) charge interest (both before and after any judgment) on amounts overdue from the Customer under this Agreement from the due date until the payment is actually made at the rate of 4% per annum over the base rate of the Bank Of England for the time being during the relevant period; and
- b) suspend the provision of the relevant Service(s) with as much prior notice as B4BC considers to be reasonably practicable, until such time as all payments due including all interest accrued has been paid and satisfied in full.
6.8 If B4BC and the Customer agree in writing that B4BC will issue individual invoices for certain Services for all or some of the Customer’s Users, the Customer will ensure that each User pays B4BC within 30 days of the invoice date either by direct debit or by continuous credit card authority. Such Users must update B4BC with new credit card details should they change.
6.9 To avoid doubt, the Customer remains liable to B4BC for all Charges whether or not invoiced to Users in accordance with clause
6.8. If Users do not pay their individual invoices within 30 days of the invoice date, the Customer must pay them within 7 days thereafter.
6.10 If the Customer, in breach of clause 6.7, does not ensure that all Users pay by direct debit or by continuous credit card authority, B4BC may charge the Customer for the additional cost of processing non-electronic payments from Users.
6.11 Prior to B4BC’s acceptance of a Customer’s application for Services and/or following any credit check described in clause 30 of these General Conditions, B4BC reserves the right to set a credit limit on the Charges that can be accrued under this Agreement and B4BC can review any such credit limit at any time.
6.12 B4BC may require from the Customer a deposit as security for payment of Charges. The Customer may request the return of any deposit paid at the expiry of each 12 month period after the deposit was taken but the decision to return any deposit prior to termination
of the Agreement will be at the discretion of B4BC.
- NEW SERVICES
New services on the terms of the B4BC Website 7.1 The Customer may request new services on the terms set out on the B4BC Website by placing a new service order under this Agreement. B4BC shall be entitled to accept or reject a new service order. Once a new service order is accepted by B4BC:
- the new Service shall be deemed added to the Agreement (including for the avoidance of doubt, the terms of the B4BC Website applicable to the Service as well as any applicable Service Schedule(s)); and
- b) B4BC shall supply to the Customer the Services requested in that new service order on the terms and conditions of this Agreement and any alternative terms appearing on or referred to in any other communication, (whether oral, in
writing or by electronic means) by the Customer for the purpose of placing orders shall be ineffective. New services on bespoke terms
7.2 The Customer may request a new service at any time on terms other than those set out on the B4BC Website. In the event that B4BC and the Customer agree the terms that would apply to such new services, those terms will be added to this Agreement by execution of a
- CUSTOMER OBLIGATIONS
8.1 The Customer shall and shall procure that Users (or anyone having access to the Services), shall:
- a) comply with any reasonable instructions from B4BC and with any health and safety, security, use of Network and fair usage policies as may be implemented and/or amended from time to time relating to the use of the Services and/or Equipment;
- b) not use the Services and/or Equipment in a manner which damages the reputation of B4BC or B4BC’s suppliers, is inconsistent with a reasonable customer’s good faith use of the
Services and/or Equipment (including spamming and the sending of unsolicited advertising or promotional material), and/or adversely affects the provision of the Services and/or Equipment to other customers;
- c) not use the Services and/or Equipment fraudulently or in connection with a criminal
- d) not use the Services and/or Equipment in a way that contravenes any Third Party’s rights or any licence, code of practice, instructions or guidelines issued by a relevant regulatory
- e) hold and will continue to hold any licences, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the
Services and/or Equipment;
- f) notify B4BC of any methods of doing business which may affect the Customer’s use of the
Services and/or Equipment or the Customer’s ability to comply with the terms of this Agreement; and
- g) comply with all applicable laws and regulatory provisions.
8.2 Subject to clause 10 of these General Conditions, the Customer agrees that it is procuring the Services solely for its own use and that it will not re-sell or otherwise act as any form of distributor in respect of the Services.
8.3 The Customer shall provide B4BC with any and all information and/or assistance that B4BC may require in order to perform the Services. The Customer shall ensure the information is complete and accurate. B4BC shall not be responsible for any failure and/or delay to provide the Services if such failure and/or delay is a result of the Customer’s failure to provide B4BC with the required information and/or assistance. The Customer shall reimburse B4BC for any administrative charges that it incurs as a result of information that it receives in accordance with this clause 8.3 that is incomplete or inaccurate.
8.4 The Customer shall notify B4BC immediately (and confirm in writing) on becoming aware that any person is making improper or illegal use of the Services.
8.5 The Customer agrees and acknowledges that B4BC and/or a supplier of B4BC may monitor and record calls or other communications including in relation to B4BC’s
8.6 The Customer acknowledges that some of the Services enable access to the Internet and that use of the Internet is solely at the Customer’s risk and subject to all applicable laws. B4BC has no responsibility for any information, software, services, goods or other materials
obtained by the Customer using the Internet.
8.7 The Customer warrants to B4BC that it will take all reasonable steps (including testing with up-to-date commercially available virus detection software) to ensure that any software used with or in connection with the Services that is not provided by B4BC under this Agreement is not infected by viruses and/or logic bombs, worms, trojan horses and any other types of disruptive, destructive or nuisance programs.
- ANTI-BRIBERY AND CORRUPTION
9.1 In addition to and without prejudice to clause 8.1g) of these General Conditions, B4BC and the Customer each agree and undertake to the other that in connection with this Agreement and the transactions contemplated by this Agreement, they will each respectively comply with all applicable laws, rules, regulations of the United Kingdom relating to anti bribery and anti-money laundering.
9.2 In the event that B4BC or the Customer (as applicable) (the “Enquirer”) has any basis for a good faith belief that the other party may not be in compliance with the undertakings and/or requirements set out in clause
9.1 of these General Conditions, the Enquirer shall advise the other party in writing and the other party shall co-operate fully with any and all enquiries undertaken by or on behalf of the Enquirer in connection therewith, including by making available the other party’s relevant personnel and supporting documents if reasonably deemed necessary by the Enquirer.
9.3 Any breach by a party of this clause 9 of these General Conditions shall be deemed to be a material breach of this Agreement not capable of remedy for the purposes of clause 13.6a) of these General Conditions.
- CUSTOMER AFFILIATES
10.1 B4BC acknowledges that the Customer may permit a Customer Affiliate to use the Services and Equipment supplied by B4BC to the Customer under this Agreement. The Customer will procure that its Affiliates and all Users are aware of and comply with the terms of this Agreement. The Customer shall be liable to B4BC for any and all:
- a) claims, losses and expenses suffered or incurred by B4BC as a result of a breach of a term of this Agreement resulting from a User’s use of the Services and/or Equipment; and
- b) losses, costs and expenses resulting from any claims against B4BC made by any of the Customer’s Affiliates or Users (or any other Third Party whom the Customer has permitted to use a Service and/or Equipment) to the extent that such claims exceed the financial caps and other limitations on liability as set out in this Agreement.
10.2 The foregoing liabilities shall remain in full force and effect notwithstanding any termination of this Agreement.
- VARIATIONS TO THE AGREEMENT
11.1 B4BC reserves the right from time to time to vary the Agreement as explicitly stated in this Agreement, including as follows:
- a) Subject to clause 5.3a) of these General Conditions, B4BC shall be entitled to vary the Customer Service Charter and/or the B4BC Website. For variations to the Charges set out on the B4BC Website, such variations shall be published at least 28 days before such changes
come into effect or, where the variation arises due to changes imposed by Third Party
manufacturers, Third Party suppliers or a regulatory body, as much notice as is reasonably
practicable; and b) B4BC shall be entitled to vary the provisions of this Agreement (including for the avoidance of doubt, the Charges subject to clause 13.3 of these General Conditions). B4BC will provide to the Customer 28 days’ notice in writing of any such variation or, where the variation arises due to changes imposed by Third Party manufacturers, Third Party suppliers or a regulatory body, as much notice as is reasonably practicable.
12.1 B4BC may, from time to time, upon reasonable notice where practicable, suspend the Services during any modification or maintenance of the Network and, unless specifically agreed with the Customer, shall have no liability in relation to such suspension.
12.2 B4BC may, from time to time and without notice or liability to the Customer, suspend the Services during any technical failure of the Network because of an emergency or upon instruction by emergency services or any government or appropriate authority or for the
Customer’s or Users’ own security.
12.3 B4BC shall use reasonable endeavours to restore the Services suspended in accordance with clause 12.1 or 12.2 of these General Conditions as soon as reasonably practicable.
12.4 The Customer shall remain liable for all Charges levied in accordance with this Agreement during any period of suspension arising from the circumstances described in clause 12.1 or 12.2 of these General Conditions.
Actions of the Customer
12.5 B4BC may, without prejudice to its other rights hereunder, suspend or disconnect the Services without notice in any of the following circumstances:
- a) if the Customer fails to comply with the terms of this Agreement after being given written notice of its failure (including but not limited to failure to pay any Charges due hereunder); or
- b) if the Customer allows anything to be done which in B4BC’s reasonable opinion may have the effect of jeopardising the operation of the Services or Network if applicable, or if the Services are being used in a manner prejudicial to the interests of B4BC and/or a supplier of B4BC.
12.6 If B4BC has suspended the Services in accordance with clause 12.5 of these General Conditions, B4BC shall restore the Services when the circumstance described in
clause 12.5 of these General Conditions is remedied.
12.7 The Customer shall remain liable for:
- a) all Charges levied in accordance with this Agreement during any period of suspension; and
- b) all reasonable costs and expenses incurred by B4BC in the implementation of such suspension or disconnection, where such suspension or disconnection arises from the circumstances described in clause 12.5 of these General Conditions. Actions of B4BC’s suppliers
12.8 B4BC may, without prejudice to its other rights hereunder, suspend or terminate a Service if a B4BC supplier suspends, terminates or lets expire the provision of services to B4BC which B4BC requires to provide such Service and for which B4BC is unable to find a
replacement supplier, having used its reasonable endeavours. B4BC will provide as much notice as is reasonably possible. Actions by regulators
12.9 B4BC may, where requested by or on behalf of a regulatory body (including because of fraud or misuse) or required to do so by law, suspend any Services provided under this Agreement.
Termination for convenience
13.1 The Customer may terminate this Agreement (in whole or in relation to a particular Service) by:
- a) providing to B4BC 30 Working Days’ notice in writing; and
- b) paying B4BC the applicable Termination Fees in respect of the Service or Services being
terminated. For the avoidance of doubt, Termination Fees may be payable if the
Customer terminates an order for Services prior to the Service Commencement Date, prior to the expiry of any applicable Minimum Period; during the Minimum Term; and/or before any applicable Minimum Holding or Minimum Spend has been achieved.
13.2 Unless specified otherwise in a Service Schedule or the Commercial Schedule and without prejudice to any other B4BC’s rights to terminate this Agreement, B4BC may terminate this Agreement (in whole or in relation to a particular Service) by providing to the
Customer 30 days’ notice and, in this event, the Customer shall not be liable for any Termination Fees. Termination resulting from changes to the Agreement
13.3 Subject to clause 13.4 of these General Conditions, the Customer shall be entitled to terminate any individual Service by providing 30 days’ notice in writing if:
- a) B4BC increases the prices set out on the B4BC Website and/or the Charges in respect of that specific Service pursuant to clause 11 of these General Conditions and that increase is to the material disadvantage of the Customer; or
- b) B4BC substantially varies the terms of this Agreement that relate to that specific Service
pursuant to clause 11 of these General Conditions and that variation is to the Customer’s material disadvantage, provided that such notice is provided to B4BC within 30 days of the date that the change is notified to the Customer. For the avoidance of doubt, any price or Charges increases that would not have increased the Customer’s immediately previous monthly total bill for that specific Service (if the increase(s) had applied for the whole of that month) by more than the greater of:
(i) the Retail Price Index (RPI); or
(ii) the Consumer Price Index (CPI) annual inflation rate at the date B4BC notifies the
Customer of the applicable price increase; or
(iii) 10%, shall not constitute a material disadvantage to the Customer under this
13.4 The right to terminate a Service in clause 13.3 above shall not apply where the increases in prices or Charges or the variation of the terms of the Agreement have been
agreed by the Customer (including an RPI Change) and or arise as a consequence of a change in prices, terms or otherwise made by Third Party manufacturers, Third
Party suppliers or a regulatory body.
13.5 Termination of a Service in accordance with clause 13.3 of these General Conditions will not affect the Customer’s requirement to pay the Charges relating to that Service incurred prior to the date of termination, but, in this event, the Customer shall not be liable for any Termination Fees.
Termination for cause
13.6 The Customer may terminate this Agreement by providing to B4BC 30 days’ notice in writing in the event that B4BC:
- a) has committed a material breach of this Agreement that is incapable of remedy; or
- b) has committed a material breach of this Agreement that is capable of remedy and B4BC
has failed to remedy that breach within 30 days of the Customer supplying written notice specifying the breach and requiring its remedy.
13.7 B4BC may terminate this Agreement (in whole or in relation to a particular Service) by providing 30 days’ notice in writing:
- a) in the event that the Customer has committed a material breach of this Agreement that is
incapable of remedy;
- b) in the event that the Customer has committed a material breach of this Agreement that is
capable of remedy and the Customer has failed to remedy that breach within 30 days of B4BC supplying written notice specifying the breach and requiring its remedy; or
- c) if any of the events described in clauses 8.1c), 8.1d), 8.1g) and/or 12.5b) of these General Conditions occurs.
13.8 A party to this Agreement may terminate this Agreement by providing 30 days’ notice in writing in the event that bankruptcy or insolvency proceedings are brought against the other party, or if an arrangement with creditors is made, or a receiver or administrator is
appointed over any of the other party’s assets, or the other party goes into liquidation.
Consequences of termination
13.9 If this Agreement is terminated and the Customer wishes to transfer to another service provider, B4BC will provide reasonable assistance to the Customer in respect of the transfer of the Customer’s service in accordance with standard telecommunications industry
13.10 Termination or expiry of this Agreement for whatever reason shall not affect:
- a) the rights and obligations of the parties which have accrued prior to such termination or expiry; or
- b) any provisions of this Agreement which are of a continuing nature and any other provisions of this Agreement necessary for their interpretation or enforcement.
13.11 On termination or expiry of this Agreement (in whole or in relation to a particular Service):
- a) any sums properly due from one party to the other will become immediately due and payable (including Charges for the Service(s) up to the date of termination, Termination Fees relating to the Service(s) and/or Charges for any costs incurred by B4BC in relation to Equipment or Services ordered by the Customer but yet to be supplied by B4BC);
- b) the Customer shall cease using the Service(s); and
- c) each party will, on request, promptly return to the other all Confidential Information and other property belonging to the other relating to the Service(s) which is in its custody or control or will destroy such Confidential Information and certify such destruction to the other party.
14.1 The Customer shall comply with any instructions provided by B4BC or a B4BC Representative from time to time in respect of the Equipment.
14.2 Certain elements of Services are dependent on the Customer using the Equipment. If the Customer does not use the correct Equipment, then:
- a) the Services may not function correctly;
- b) CM may choose not to provide the Customer with the relevant Services; and
- c) B4BC shall have no liability for the Customer’s inability to receive those Services and the Customer remains liable for the relevant Charges.
15.1 The Customer shall be entitled to place with B4BC an order for any Mobile Equipment identified by B4BC from time to time.
15.2 B4BC’s acceptance of an order is subject to availability and B4BC may reject any order without any liability to the Customer. In the event that B4BC accepts an order, that order will be processed accordingly. Any order, once accepted by B4BC, may not be revoked by
15.3 B4BC reserves the right to add to, substitute, or to discontinue any item of Mobile Equipment at any time. B4BC does not guarantee the continuing availability of any particular item of Mobile Equipment.
- DELIVERY, ACCEPTANCE AND RISK
16.1 B4BC will deliver the Mobile Equipment to the address specified on the completed order provided that address is within the United Kingdom.
16.2 The Customer shall be deemed to have accepted an item of Mobile Equipment:
- a) when that item of Mobile Equipment has been delivered, if B4BC is to deliver the item of Mobile Equipment; or
- b) when the Customer takes possession of that item of Mobile Equipment, if the item of Mobile Equipment is to be collected by the Customer.
16.3 Risk in an item of Mobile Equipment will pass to the Customer when the item of Mobile Equipment is accepted by the Customer. The Customer shall not be liable for any loss or damage to the item of Mobile Equipment to the extent that such loss or damage is caused by the negligence of B4BC or its suppliers.
- TITLE IN THE MOBILE EQUIPMENT
17.1 Title in the Mobile Equipment does not pass to the Customer and remains at all times with B4BC or B4BC’s suppliers. Title in Accessories may pass to the Customer upon payment in full for such accessories.
17.2 The Customer will:
- a) only use Mobile Equipment for the purposes of receiving or using the Services in accordance with this Agreement;
- b) comply with any instructions provided by B4BC or a B4BC Representative from time to time in respect of the Mobile Equipment (including in relation to the return of any Mobile Equipment);
- c) not have the Mobile Equipment repaired or serviced except as authorised by B4BC; and
- d) not create or allow any charges, liens, pledges or other encumbrances to be created over the Mobile Equipment;
17.3 For the avoidance of doubt, clause 14 applies to Mobile Equipment supplied by B4BC to the Customer pursuant to this Agreement.
17.4 Following any upgrade or replacement of Mobile Equipment or disconnection of Mobile Equipment from the Mobile Services, B4BC reserves the right to request the safe return of any such Mobile Equipment in which B4BC retains title from the Customer at the Customer’s expense.
17.5 B4BC reserves the right to charge the Customer the full replacement costs for any Mobile Equipment that is not returned to B4BC in good working order or in accordance with the provisions of clause 17.4 or where the Customer fails to fulfil its obligations under clause 17 or clause 14.
17.6 Without prejudice to clause 17.5, in the event that the Customer sells any Mobile Equipment in breach of clause 17, the Customer agrees that liquidated damages equal to the full replacement costs of the Mobile Equipment on the date on which B4BC invokes its right to recover liquidated damages, shall immediately be due and payable from the Customer to B4BC.
- OBLIGATIONS OF THE CUSTOMER
18.1 The Customer will, and shall take all reasonable steps to ensure that its employees will pay the standard charges levied by B4BC from time to time applicable to repair work on Mobile Equipment which is outside (in scope or time) the warranty provided under this Agreement.
18.2 B4BC reserves the right to bar service to any Mobile Equipment supplied under this Agreement to which B4BC retains title where in B4BC’s reasonable opinion that Mobile Equipment is not being used in a manner which B4BC would expect including but not limited to where the Mobile Equipment is:
- a) used in conjunction with a SIM Card connected to a tariff other than one which the Customer has ordered under this Agreement;
- b) used in conjunction with a SIM Card allocated to any other B4BC customer’s account;
- c) used solely or predominantly on a roaming basis; or
- d) (or the SIM Card supplied in conjunction with such Mobile Equipment is) not used on the Network within 45 days from the date of despatch by B4BC, or during any other period of 30 consecutive days; unless B4BC and the Customer have agreed otherwise.
18.3 At the Customer’s expense, the Customer shall return to B4BC any Mobile Equipment that has been barred pursuant to clause 18.2 of these Mobile Equipment Terms and to which B4BC retains title. In the event that the Customer fails to return any such Mobile Equipment within two (2) weeks of written notice from B4BC to do so, then the Customer agrees to pay B4BC the full replacement costs for such Mobile Equipment.
18.4 The Customer shall ensure that their Mobile Equipment is up to date with the latest available version of the manufacturer’s Software. Any failure by the Customer to ensure their Mobile Equipment Software is maintained on the latest version may result in performance issues which B4BC shall not be liable for.
- MOBILE SERVICE STANDARDS
The Customer acknowledges that provision of the Mobile Services is subject to the geographic extent of Network coverage and local geography, topography and or atmospheric conditions and/or other physical or electromagnetic interference and/or the number of users trying to access the Mobile Services in any particular location that may, from time to time, adversely affect the provision of the Mobile Services in terms of
availability, line clarity and call interference.
- SIMS CARDS AND NUMBERS
20.1 Where the Customer is not already an B4BC customer, B4BC will supply to the Customer such number of SIM Cards as is necessary for the Customer to receive the Mobile Services to be provided under the relevant order.
20.2 B4BC shall:
- a) provide to the Customer such mobile numbers as are necessary for the Customer to receive the Mobile Services; or
- b) port mobile numbers from another mobile network in accordance with standard porting procedures between mobile networks in the United Kingdom.
20.3 Nothing in this Agreement shall be construed as to grant the Customer any right in relation to the mobile numbers other than to receive the Mobile Services as
described in this Agreement.
21.1 Unless otherwise stated in writing the following apply to UK domestic calls:
- a) call prices are quoted by the minute;
- b) the duration of each call shall be measured in whole seconds, any part second will be rounded up to the next whole second;
- c) each call shall be charged excluding VAT, based on the duration, the ex VAT cost of each call is then calculated and the result rounded up to the nearest penny. VAT is then added where applicable to the total of all charges on the Customer’s invoice;
- d) peak rate call Charges apply from 07:00 to 19:00, Monday to Friday; weekend rate call
Charges apply from midnight on Friday to midnight on Sunday and off peak rate call
Charges apply at all times when peak rate or weekend rate call Charges do not apply; and
- e) all calls are subject to a minimum Charge. Full details of international and roaming call
Charges (including rounding policies) are available.
21.2 The Customer acknowledges that roaming calls may take longer to be billed than other types of calls.
21.3 B4BC may monitor the Customer’s usage of the Mobile Services for the purpose of controlling B4BC’s credit risk and the Customer’s exposure to fraudulent usage.
21.4 The Customer will be liable for any Charges incurred as a result of unauthorised use of the Mobile Services (including any SIM Card) until B4BC has received a request from the Customer to suspend the provision of such Mobile Services.
21.5 Any credits accrued in the Airtime Account may be used solely for the purposes of offsetting Charges for Airtime, do not have any monetary value, and the Customer is
not entitled to:
- a) use any credits accrued in the Airtime Account to offset Charges for Services other than Airtime or
- b) offset any credits accrued in the Airtime Account against any outstanding debt;
- c) any payments from any credits accrued in the Airtime Account; or
- d) any future use of credits accrued in the Airtime Account upon termination of this Agreement.
21.6 Any credits to which the Customer is entitled will be applied to the Customer’s nominated Airtime Account within 30 days of the end of the Minimum Holding
Period, unless otherwise stated.
21.7 Credits accrued in the Customer’s Airtime Account may be used to purchase Network capacity from B4BC.
- DISCONNECTION OF SIM CARDS
22.1 The Customer may serve on B4BC a disconnection notice in respect of a SIM Card(s) at any time.
22.2 B4BC will, within 30 days from receipt of a disconnection notice, disconnect the relevant SIM Card(s) from the Mobile Services.
22.3 In the event that the Customer gives a disconnection notice resulting in disconnection of a SIM Card prior to the expiry of its Minimum Period (as set out in the
Commercial Schedule), the Customer will pay to B4BC any applicable Termination Fee.
- OBLIGATIONS OF THE CUSTOMER
23.1 The Customer shall notify B4BC immediately (and confirm in writing) on becoming aware that any SIM Card has been lost or stolen or that any person is making improper or illegal use of a SIM Card and shall remain liable for any Charges incurred in respect of and
any information contained within that SIM card up until the point at which it notifies B4BC.
23.2 The Customer shall, and shall take all reasonable steps to ensure that Users (or anyone having access to the Services) will:
- a) not use the Mobile Services in any way to generate AIT; and
- b) not, without the prior written consent of B4BC which may be withheld at B4BC’s absolute discretion, establish, install or use a Gateway so that telecommunication services are provided via the Gateway;
- c) not make nuisance calls or use the Services to spam or to send unsolicited advertising or
- d) comply with B4BC’s reasonable instructions relating to health, safety, security and use of the Network; and
- e) comply with any applicable fair use policy that B4BC may issue from time to time.
23.3 The Customer agrees not to use SMS or MMS for the purpose of marketing or advertising anything to users of mobile services without the consent of those users.
23.4 The Customer agrees that in respect of SMS and MMS, B4BC is acting as a network operator and as such has no knowledge of, involvement with, or liability for the
specific content of any text messages sent to the Customer’s SIM Cards, which do not originate from B4BC.
23.5 The Customer shall not be permitted to transfer a SIM Card from the tariff which that SIM Card was originally connected to under this Agreement to another
tariff except where B4BC at B4BC’s absolute discretion agrees to do so and confirms such a change in writing to the Customer.
23.6 B4BC can at its discretion suspend any SIM Card from making calls (other than to emergency services) and disconnect any SIM Card from the Mobile Services if B4BC has reasonable cause to suspect fraudulent use of the SIM Card or relevant Mobile Equipment, or either are identified as being stolen. The Customer shall remain liable for all Charges levied in accordance with this Agreement during any period of suspension.
- CUSTOMER EQUIPMENT
24.1 Certain elements of the Mobile Services are dependent on the Customer having suitable customer equipment available and in the event that the Customer is unable to provide such customer equipment, then:
- a) some of the Mobile Services may not function correctly (the “Affected Services”);
- b) B4BC may choose not to provide the Customer with the Affected Services; and
- c) B4BC shall have no liability for the Customer’s inability to receive those Affected Services.
24.2 Any customer equipment must be:
- a) technically compatible with the Network and the relevant Mobile Service and shall not harm the Network or equipment belonging to another customer;
- b) connected to the Network strictly in accordance with the instructions of B4BC; and
- c) used by the Customer in compliance with any relevant instructions, standards and laws
- INTELLECTUAL PROPERTY
25.1 All intellectual property rights in the Software, Equipment associated documents and all parts thereof will be and remain vested in and be the absolute property of the owner of the copyright in the Software, Equipment or associated documents as appropriate, which owner shall be entitled to enforce any of the terms of this Agreement relating to the Customer’s use of that Software, Equipment or associated documents and all parts thereof, directly against the Customer.
25.2 Unless otherwise specified in this Agreement, all intellectual property developed in the provision of any Service will vest in B4BC or its licensors. B4BC may use know-how acquired, principles learned or developed or experience gained during the performance of any
Service, to perform work for other customers.
25.3 All information or materials exchanged between B4BC and the Customer in connection with the Agreement, together with the copyright therein, will remain the property of B4BC, B4BC’s suppliers or the Customer as applicable and will be returned to the owning party on
termination of the Agreement, if requested by such party.
25.4 B4BC grants to the Customer a non-exclusive, non transferable licence to use, in object code form, any Software and the Equipment provided by B4BC or its suppliers solely in the United Kingdom in connection with the proper use of the Services. The Customer undertakes not to copy, alter, adapt, translate, software develop, decompile, license, sub-license, reverse engineer or resell any Software (or any part of the Software), unless expressly permitted to do so by B4BC or by relevant law. This licence will terminate on the
termination of this Agreement (or any relevant part of this Agreement).
25.5 B4BC grants to the Customer a non-exclusive, non transferable royalty free licence for the term of this Agreement (in whole or in relation to a particular Service(s)) to use any information or materials provided by B4BC to the Customer under this Agreement to the extent necessary for the Customer to receive the benefit of the Service(s). The Customer must not copy, reproduce, distribute, alter, adapt, translate, develop, decompile, license, sub-license, reverse engineer or resell any such information or materials (or any part thereof), unless expressly permitted to do so by B4BC or relevant law.
25.6 In the event that the Customer is subject to a claim by a Third Party in respect of any alleged infringement of any trademark, patent, registered design or copyright arising from its normal use or possession of the Equipment, Software, information or materials
provided by B4BC then B4BC will indemnify the Customer in relation to sums awarded or paid in settlement for such claim provided that the Customer promptly notifies B4BC of such claim, makes no admission in respect of such claim, the Customer seeks to mitigate the loss where it can do so without unreasonable inconvenience or cost, allows B4BC or its licensor to conduct all negotiations and proceedings (providing B4BC or its licensor with all reasonable assistance) and allows B4BC at B4BC’s own discretion and expense to modify or replace the Equipment, Software, information or materials so as to avoid any continuing infringement. This indemnity does not apply to any such infringements caused by the Customer’s own breach of the terms of this Agreement or the
operation or use of the Equipment, Software, information or materials in conjunction with other equipment and software or Services not supplied by B4BC pursuant to this Agreement in which event the Customer shall indemnify B4BC in respect of any claims, proceedings and expenses arising from any such infringement by the Customer.
25.7 The Customer will not be entitled to and agrees not to:
- a) use in the course of trade or otherwise in relation to any goods or services of the Customer any registered or unregistered trademark, logotype or abbreviation of the name of B4BC (or any of its suppliers) or any part thereof so that any person might reasonably import a connection between those goods or services and B4BC (or any of its suppliers) or any part thereof;
- b) register or attempt to register as a trade mark anything referred to in clause 25.7a) of these General Conditions; and/or
- c) authorise any Third Party to do anything referred to in clause 25.7a) of these General Conditions. The Customer further agrees not to infringe any copyright, or registered or unregistered trademark rights belonging to any Third Party in respect of any Equipment.
End User Licensed Software
25.8 The Customer recognises that the Services may be dependent upon End-User Licensed Software (e.g. click-through licences) and if the Customer does not accept the licence terms relating to any End-User Licensed Software, B4BC shall have no liability whatsoever for any failure to provide the Services to the Customer where the Services depend on the use of End
User Licensed Software.
25.9 Where the Customer accepts the terms of a licence in respect of any End-User Licensed Software, then those licence terms shall take precedence over any terms within this Agreement relating to End-User Licensed Software and shall exclusively comprise the
Customer’s sole rights and remedies in respect of such End-User Licensed Software.
25.10 The Customer shall accept and comply with all licence terms required from time to time by any Third Party provider of any Software or materials as agreed between
the relevant Third Party and B4BC.
26.1 Neither party will divulge Confidential Information to any Third Party except such of its employees, contractors, suppliers and agents as may need to know the same for the purposes of the implementation and/or performance of this Agreement and in each case who agree to be bound by the provisions of this clause 26.1.
26.2 The obligation of confidence set out in clause 26.1 of these General Conditions shall not apply to any material or information which is:
- a) in the public domain (other than as a result of a breach of this Agreement);
- b) already known to the receiving party prior to the Commencement Date;
- c) lawfully received from a Third Party; or
- d) required to be disclosed pursuant to the order of a court or other tribunal or regulatory authority of competent jurisdiction.
26.3 The obligation of confidence set out in this clause 16 shall apply in the period commencing on the Commencement Date and ending three years after the termination or expiry of this Agreement.
- LIMITATION OF LIABILITY
27.1 This clause 27 of these General Conditions sets out each party’s entire liability (including any liability for the acts and omissions of each party’s employees, agents or sub-contractors) to the other party in tort, contract or otherwise, arising out of or in connection
with the performance or contemplated performance or non-performance of this Agreement.
27.2 Subject to clauses 27.4 and 27.5 of these General Conditions, neither party shall be liable to the other in respect of any matter arising out of or in connection with this Agreement in contract or tort (including negligence) or otherwise for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill, business interruption, from wasted expenditure or any loss or corruption of data, or for any
indirect or consequential loss or damage whatsoever.
27.3 Subject to clauses 27.2, 27.4 and 27.5 of these General Conditions, B4BC’s aggregate liability of any sort resulting from breach of contract or negligence, under any indemnity or otherwise arising in connection with this Agreement (whether to the Customer, any
Customer Affiliate, Users or otherwise) shall be limited in respect of all claims arising in a Year (“Relevant Year”) to the greater of:
- a) the sum of £10,000; or
- b) an amount equal to the Annual Agreement Value, where the “Annual Agreement Value” means the total Charges paid or payable by the Customer in the Year prior to the Relevant Year (or where a claim arises during the first Year of this Agreement, the Charges paid or payable up to the date on which the Customer’s right to take action in respect of the claim arose and subject always to B4BC’s aggregate liability for claims in the first Year being no greater than the total Charges paid or payable by the Customer in the first Year);
and “Year” means the first, and each subsequent, consecutive period of 12 months of this Agreement commencing on the Commencement Date.
27.4 Nothing in this Agreement shall exclude or restrict the liability of either party for:
- a) death or personal injury resulting from that party’s negligence;
- b) claims in respect of the Customer’s liability under
clause 10 of these General Conditions;
- c) any and all damage to any equipment belonging to B4BC or the Network caused by the Customer’s breach of this Agreement;
- d) breach of any implied term as to title or quiet enjoyment arising out of section 12 of the Sale of Goods Act 1979; or
- e) fraud or fraudulent misrepresentation.
27.5 Nothing in this Agreement shall exclude or restrict the liability of either party in respect of any liability which cannot be excluded or restricted by law.
27.6 Nothing in this clause 27 shall apply to the payment of the Charges.
27.7 Subject to clauses 27.4 and 27.5 of these General Conditions, the express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
27.8 The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the Agreement between B4BC and the Customer. B4BC would not be able to provide the Services and/or Equipment on an economic basis
without such limitations.
Liability for third parties
27.9 B4BC shall not be liable for the acts or omissions of other providers of telecommunication services unless such other providers have been specifically engaged
by B4BC as subcontractors or assignees in respect of the performance of B4BC’s obligations under this Agreement.
28.1 The Customer shall not assign or transfer this Agreement to any Third Party, provided that the Customer may assign or transfer this agreement to a Customer Affiliate with the prior written consent of B4BC (such consent not to be unreasonably withheld or delayed).
28.2 B4BC may assign or transfer this Agreement to any Affiliate and may subcontract the performance of all or part of the same, provided that B4BC shall remain liable for the acts and omissions of its subcontractors.
- ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, proposals, understandings and agreements whether written or oral relating to the subject matter of this Agreement.
29.2 Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause 29.2 shall, however, operate to limit or exclude any liability for
If any of the provisions of this Agreement become invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or
impaired. In such circumstances, the parties shall negotiate in good faith in order to agree the terms of a mutual satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision which is found to be invalid, illegal or unenforceable.
The failure or delay by either party to this Agreement to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of
any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.
- DATA PROTECTION
32.1 B4BC operates in accordance with the Data Protection Act 1998 (“DPA”) as updated or amended from time to time. The Customer agrees that its details, or those of
its Users may be used and disclosed by B4BC for the purposes of this Agreement and for marketing purposes including informing the Customer and its Users from time to time about other Services or associated technologies. If the Customer or a User does not want its
details, or, in the case of the Customer those details of its Users to be used for direct marketing purposes in this way then the Customer should contact the B4BC Data
32.2 The Customer will ensure that its Users have consented to the use of their details in accordance with clause 32.1 of these General Conditions. Customer details and that
32.3 To the extent that B4BC is required as part of the Services to process Personal Data only as a Data Processor (each as defined in the DPA), B4BC shall:
- a) process the Personal Data only on behalf of the Customer (or, if so directed by the Customer, Customer Affiliates), for the purposes of performing this Agreement and in accordance with instructions contained in this Agreement or the reasonably practicable instructions received from the Customer from time to time;
- b) at all times comply with the provisions of the Seventh Data Protection Principle set out in
schedule 1 of the DPA and shall take reasonable steps to:
- i) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
- ii) take reasonable steps to ensure the reliability of personnel, suppliers and subcontractors
who may process Personal Data.
32.4 B4BC may transfer Personal Data in connection with the provision of the Services, including to any subcontractor, and such transfer may be outside the European Economic Area. In such circumstances B4BC will:
- a) take reasonable steps to ensure the reliability of such subcontractors and prior to any such transfer will enter into a written agreement with such subcontractor containing contractual provisions which ensure an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of the Personal Data; and
- b) comply with the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is transferred.
32.5 The Customer acknowledges that when acting as a Data Processor, B4BC is reliant on the Customer for direction as to the extent B4BC is entitled to use and process the Personal Data in connection with the Services. Consequently, B4BC shall be entitled to relief from liability in circumstances where a data subject makes a claim or complaint with regards to B4BC’s actions to the extent that such actions result from instructions received from the Customer.
- MATTERS BEYOND THE PARTIES’ REASONABLE CONTROL
33.1 Neither party shall be deemed in default or liable to the other party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of this Agreement due to any cause beyond that party’s reasonable control including,
without limitation, acts of God, acts of Government or other competent regulatory authority, telecommunications network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, lightning, extremely severe weather, epidemic, lock-outs,
strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce).
33.2 The Customer agrees that B4BC shall have no liability for improper, incorrect or unauthorised use of the Services or Equipment by the Customer or any Third Party.
- EXPORT CONTROL
34.1 In the event that the Customer proposes to export any Hardware or other equipment supplied by B4BC pursuant to this Agreement, the Customer agrees to comply with any applicable export or reexport laws, regulations, prohibitions or embargoes of any country, including obtaining written authority from any relevant licensing authority where necessary.
34.2 In the event that the Customer procures Equipment, the Customer agrees that in entering into this Agreement the Customer accepts the terms of the following end-user undertaking: The Customer certifies that it is or will be the end-user of the Equipment and further certifies that it shall use the Equipment only for the purposes of allowing its employees to send, receive, store and process data and voice services in order to perform their everyday contractual duties; that the Equipment will not be used for any purpose
connected with explosives, chemical, biological or nuclear weapons, or missiles capable of delivering such weapons; that the Equipment will not be re exported or otherwise re-sold or transferred if it is known or suspected that they are intended or likely to be used for such purposes; and that the Equipment, or any replica of it, will not be used in any nuclear explosive activity or un-safeguarded nuclear fuel cycle activity.
- RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties and nothing in this Agreement shall be construed to appoint one party as the distributor, dealer or agent of the other.
Any notice or other communication required or permitted under this Agreement to be given in writing shall be given in writing to the address of the recipient stipulated herein or as notified from time to time and will be deemed to have been given or made: when delivered personally; or, if properly addressed and posted by first class mail in the United Kingdom within two Working Days of posting; or, if sent by facsimile upon being sent; or, if sent by e-mail or other electronic means at the time of transmission provided the sender can provide proof the notice was properly addressed.
- NO THIRD PARTY RIGHTS
Except as otherwise explicitly set out in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. For the avoidance of doubt, Customer Affiliates shall have no rights to enforce any term of this Agreement.
- PRIORITY OF DOCUMENTS FORMING THIS AGREEMENT
38.1 This Agreement is recorded in the following documents:
- a) these General Conditions;
- b) the Commercial Schedule;
- c) the applicable Terms;
- d) the applicable Service Schedule(s) or quotation;
- e) any other document incorporated by reference in
Terms or Service Schedules; and
- f) the B4BC Website.
38.2 In the event of any conflict between provisions of the documents making up this Agreement, the order of precedence shall be as set out in clause 28.1 of these General Conditions (in order of decreasing precedence) unless explicitly stated otherwise.
39.1 The Customer warrants that it has taken all reasonable steps to verify and, following such investigation, has no grounds to believe that any Customer Employee’s employment shall transfer from the Customer or any Third Party to a Services Provider pursuant to the TUPE Regulations at the commencement of this Agreement, however and whenever such transfer takes effect.
39.2 If, notwithstanding the warranties given by the Customer and/or the intention of the parties stated in clause 39.1 and 39.2 of these General Conditions, either at the commencement of this Agreement or during the term of this Agreement, any Customer Employee claims or it is determined that his contract of employment has been transferred from the Customer or any Third Party to a Services Provider pursuant to the TUPE Regulations or otherwise or any Customer Employee claims or it is determined that any liability regarding his employment has so transferred then:
- a) the Services Provider may terminate any such contract forthwith; and
- b) the Customer shall indemnify and hold harmless the Services Provider against any costs, claims, liabilities and expenses of any nature (including legal costs on an indemnity basis) arising out of such termination and against sums payable to or on behalf of such employee in respect of his employment whether arising before or after the transfer of his employment (or alleged transfer of employment) to the Services Provider (including
for the avoidance of doubt any liability arising from a failure to comply with any information or consultation requirements under the TUPE
39.3 B4BC warrants that no Services Provider shall bring any claim under the TUPE Regulations arising out of or in connection with any actual or alleged failure of the
Customer or any Third Party to provide Employee Liability Information in accordance with the TUPE Regulations.
39.4 B4BC will indemnify and keep indemnified the Customer against any costs, claims, liabilities and expenses of any nature (including legal costs on an indemnity basis)
which the Customer or its incumbent supplier may suffer or incur arising out of any breach of clause 39.3 of these General Conditions.
39.5 The parties intend that no B4BC Employee’s employment shall transfer from a Services Provider to the Successor Supplier pursuant to the TUPE Regulations as a result of the commencement of the provision of the Replacement Services by a Successor
Supplier, however and whenever such commencement takes effect.
39.6 If, notwithstanding the intention of the parties stated in clause 39.5 of these General Conditions, as a result of the commencement of the provision of the Replacement Services by the Successor Supplier, any B4BC Employee claims or it is determined that his contract of employment has been transferred from a Services Provider to the Successor Supplier pursuant to
the TUPE Regulations or otherwise or any B4BC Employee claims or it is determined that any liability regarding his employment has so transferred then:
- a) the Successor Supplier may terminate any such contract forthwith; and
- b) B4BC shall indemnify and hold harmless the Customer against any costs, claims, liabilities and expenses of any nature (including legal costs on an indemnity basis) incurred or suffered by the Successor Supplier arising out of such termination and against sums payable to or on behalf of such employee in respect of his employment whether arising before or after the transfer of his employment (or alleged transfer of employment)
to the Successor Supplier (including for the avoidance of doubt any liability arising from a
failure to comply with any information or consultation requirements under the TUPE
39.7 The Customer warrants that no Successor Supplier shall bring any claim under the TUPE Regulations arising out of or in connection with any actual or alleged failure of the Services Provider to provide Employee Liability Information in accordance with the TUPE Regulations.
39.8 The Customer will indemnify and keep indemnified B4BC against any costs, claims, liabilities and expenses of any nature (including legal costs on an indemnity basis) which the Services Provider may suffer or incur arising out of any breach of clause 39.7 of these General Conditions.
39.9 The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to this clause 39 to the extent necessary to ensure that:
- a) any Services Provider shall have the right to enforce the obligations owed to, and indemnities given to, B4BC by the Customer under this clause 39; and
- b) any Successor Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the Customer by
B4BC under this clause
39, in its own right pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999.
- CREDIT CHECKS AND FRAUD PREVENTION
40.1 B4BC’s acceptance of Customer’s application for Services, may be subject to B4BC checking the following records about the Customer and the Customer’s
- a) B4BC’s own records;
- b) business records at credit reference agencies (“CRAs”) including both public (including the electoral register) and fraud prevention information. When CRAs receive a search from
B4BC they will place a search footprint on the Customer’s business credit file that may be seen by other lenders;
- c) records held by fraud prevention agencies (“FPAs”); and
- d) if the Customer contact is a director, B4BC may seek confirmation, from CRAs that the residential address that is provided is the same as that shown on the restricted register of directors’ usual addresses at Companies House.
40.2 B4BC may also make checks such as assessing the Customer’s application for Services and verifying identities to prevent and detect crime and money laundering. B4BC may also make periodic searches at CRAs and FPAs to manage the Customer’s B4BC account.
40.3 B4BC will send information on the Customer’s applications, B4BC account and how the Customer manages its account to CRAs which may record such information, including information on the Customer’s business and its proprietors. The CRAs may create
a record of the name and address of the Customer and its proprietors if there is not one already.
40.4 If the Customer does not pay the Charges when they become due and payable, CRAs will record the outstanding debt which shall remain on file for six years after they are closed (whether by settlement or default). Such records may be supplied to other organisations by CRAs and FPAs to perform similar checks and to trace the Customer’s whereabouts and recover debts owed by the Customer.
40.5 If the Customer gives B4BC false or inaccurate information or B4BC suspect or identify fraud or criminal activity B4BC will record this and may also pass this information to FPAs and other organisations involved in crime and fraud prevention.
40.6 B4BC and other organisations may access and use from other countries the information recorded by fraud prevention agencies.
40.7 Customer data may also be used for other purposes for which the Customer or any User gives its specific permission or, in very limited circumstances, when required by law or where permitted under the terms of the Data Protection Act 1998. To read the full details of how data may be used please visit
40.8 The Customer can contact the CRAs currently operating in the UK, including CallCredit (Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call
0870 0601414); Equifax PLC, (Credit File Advice Centre, PO Box 3001, Bradford, BD1 5US; 0870 010 0583;
www.myequifax.co.uk); and Experian (Consumer Help Service, PO Box 8000, Nottingham NG80 7WF;
0844 4818000; www.experian.co.uk). The information they hold may not be the same. They will charge a small statutory fee for access to their Records. Details of the relevant fraud prevention agencies are available from B4BC on request.
- GOVERNING LAW
This Agreement, and any issues or disputes of whatever nature arising out of or in any way relating to it or its formation (whether such disputes are contractual or non-contractual in
nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with the laws of England and Wales. The
Parties submit to the exclusive jurisdiction of the courts of England and Wales.
B4BC Mobile Terms & Conditions (Network or Third-Party Billing)
“Agreement” the contract between you and us which
consists of the Service Agreement, these Terms and Conditions
and any further conditions relating to specific individual services.
“Customer/Or You” the person or company entering into this
Agreement and the recipient of the Equipment.
“Equipment” any equipment supplied by the Supplier
to the Customer which is approved for connection to the
airtime network together with (if appropriate) a SIM card and
“Minimum Period” the period of service as provided by the
Service Agreement which for the avoidance of doubt shall be
from the date of the verification call until the expiration of the
agreement with the Nominated Airtime Provider.
“Nominated Airtime Provider” the company or body
nominated by the Supplier to provide a service agreement.
“Service Agreement” the terms and services together with
the tariff which you will be charged by the Nominated Airtime
Provider and which you agreed and accepted by recorded
telephone call. The effective date of the Service Agreement shall
be the date of the verification call to the Customer and shall be
a legally binding contract.
“Supplier/Or Us/We” Best 4 Business Communications Limited
“Business Terms and Conditions” UK and International
rates and charges are available on request via email
- THE AGREEMENT AND ORDER
2.1 A quotation by us does not constitute an offer and may
be withdrawn or revised at any time prior to us accepting
your order. Any order placed by the Customers with us
whether or not in response to a quotation shall constitute
or be deemed to have constituted an offer to us to acquire
the Equipment or services on these terms and conditions
and we shall have full discretion in accepting or rejecting
2.2 Our sales representatives are trained to check that the
person who is entering into the Service Agreement on
behalf of the Customer is duly authorised to do so. In
accordance with accepted commercial practice, unless
otherwise specifically rebutted it will be assumed that the
Directors or Partners have actual authority. A Company
Secretary or equivalent will be assumed to have apparent
authority unless otherwise indicated. They will also ensure
that the Customer fully understands the extent and nature
of the Service Agreement and intends to contract with
Best 4 Business Communications Limited. In addition a designated
member of the Company’s staff will make a verification
call to the Customer to ensure that the correct information
has been given before the sales representative leaves the
Company premises. This call and that which constitutes
the basis of the Service Agreement may be recorded for
training or monitoring purposes.
2.3 You shall be responsible for ensuring that the Equipment
you purchase is of the correct specification for its intended
use and location.
2.4 It may be necessary from time to time to make changes
in the specification of the Equipment to make it conform
with any applicable safety or other statutory requirements
or to make it reflect changes in the manufacturer’s
specification but these will not materially reduce the
quality or performance of the Equipment.
2.5 This Agreement shall be operative for the Minimum Period.
2.6 The Equipment (with the exception of the SIM card) shall
remain the property of the Supplier unless it shall have
been purchased outright and fully paid for at the time of
delivery until the expiration of the Service Agreement when
the Supplier will pass title of the Equipment to the Customer.
2.7 You agree that during the term of this Agreement that
you will not terminate nor upgrade the Service Agreement
through the agency of any outside third party and in the
event that you should do so then the provisions of
clauses 9 and 10 hereof shall apply.
2.8 You agree that during the term of this Agreement that
you will at all times, purchase all Equipment of
whatsoever kind from us at the prices set out in clause 3
hereof and to this extent we shall be deemed to be your
sole Supplier of Equipment.
2.9 You will provide us with such information and/or
documentation as may reasonably be required to
implement this Agreement or the Service Agreement.
3.1 Subject to clause 3.2, the prices of the Equipment shall
be those in our quoted price (which we can change in
case of an error) or, where no price has been quoted
(or a quoted price is no longer valid) the price contained
in our price list current at the time of dispatch and which
price shall be accepted in writing as provided in clauses
2.1 and 2.2 hereof.
3.2 We shall have the right at any time to withdraw any
discount and/or to revise prices to take into account
increase in costs including, inter alia, costs of any goods,
materials, carriage, labour or overheads or the increase
or impositions of any tax duty or other levy and any
variations in exchange rates.
3.3 Unless otherwise specified quoted prices are exclusive
of the costs of transport, insurance, value added tax,
customer duties and all other taxes and charges.
3.4 The cost (if any) of fitting the Equipment is only included
in the price if the written quotation or invoice specifically
states this to be the case.
Registration No: 05652552. Registered in England at Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW.
Best 4 Business Communications Limited -Terms & Conditions of Business – version 1.2
Mobile terms & conditions
– billed by Third Party or Network
3.5 All prices quoted on any customer purchase order are only
valid up to the point of upgrade.. The point of upgrade
is at the discretion of Best 4 Business Communications . If the
customer chooses not to upgrade at that point then pricing
will revert to the standard network rates without subsidy
3.6 All line rental quoted as subject to RPI related price
increases in April each year
3.7 You will be liable for any out of bundle call charges
with current prices being detailed on our website and
subject to change
3.8 We may set and change credit limits for charges based
on credit checks and information we hold about You. We
can suspend your access to the services if this limit is
exceeded. Charges are not capped by any limit we set
under this point, as some Charges, for example
international and Roaming call charges, may not be
recorded against your account immediately, and the
charges incurred could therefore exceed your credit limit
before Your account is suspended under point 3.6. We
may, in certain circumstances, allow you to set your own
limits for selected charges on your account, but charges
are not capped by any limit as a result of late landing
roaming usage, international calls and data usage. We
can and may suspend your access to the services if this
limit is exceeded. Where you are allowed to set such a
limit and subsequently request for the limit to be removed,
this limit can only be re added the following month and
you will be liable for all chargeable calls in the month
where limit was removed
- TERMS OF PAYMENT
4.1 Subject to any special terms agreed in writing between
you and us, we shall be entitled to invoice you and you
shall pay for the price of the Equipment either upon
collection or prior to despatch or delivery.
4.2 If the cost of fitting the Equipment is included in the
price then you are required to pay us the price of the
Equipment when the order is accepted in writing by us.
4.3 As time is of the essence to this Agreement if you fail to
make any payment on the due date then, without
prejudice to any other right or remedy available to us
we are entitled without recourse to the courts to require
immediate payment of all outstanding sums, cancel this
Agreement between you and us, delay or suspend any
order or further order.
4.4 Any extension of credit allowed to you may be varied or
withdrawn at any time and interest shall be payable on
all overdue amounts accruing on a daily rate of 6% over
the base lending rate from time to time of Lloyds TSB
PLC, until receipt of the full amount due whether before
or after judgement. You will also indemnify us and pay us
on demand any out of pocket expenses that we incur in
relation to the recovery of any overdue amounts.
- DELIVERY, RISK AND PROPERTY
5.1 We shall not be under any liability to you in respect of any
failure to deliver the Equipment on any particular date
or dates nor shall a delay in delivery be a basis for
cancellation of any order by you as all delivery dates
supplied in any quotation, order, acceptance or
elsewhere are approximate and not of contractual effect.
5.2 Subject to any other provision in these terms and
conditions once the Equipment has been delivered to
you as specified in the order, collected by you and/or
fitted in your vehicle or placed with any carrier or
transport provided by you then all risk of damage to, or
loss of the Equipment shall pass to you.
5.3 your Mobile Phone on the basis that you enter into an
agreement with the Nominated Airtime Provider.
5.4 Until such time as the ownership of the Equipment passes
to you then you shall hold the same on our behalf and
keep it safe and identified as our property and we shall
be entitled to request its return to us at any time.
5.5 In the event that you are duly performing all your
obligations under the agreement with your Nominated
Airtime Provider then we agree that we will not exercise
our right under clause 5.4 hereof.
5.6 In the event that you fail to pay your first two invoices
issued by your Nominated Airtime Provider and we supplied
to you a Mobile Phone/Smart Phone on the basis that
you enter into and comply with the terms of the agreement
with the Nominated Airtime Provider then we will be
entitled to exercise our right to blacklist the Mobile
Phone/Smart Phone on the Central Equipment Identity
- WARRANTIES, REPLACEMENTS AND RETURNS
6.1 Subject to below the Equipment, where new, is sold
with the benefit of and subject to manufacturer’s
warranty and guarantee.
6.2 No liability will be accepted for any defect resulting from
fair wear and tear, accidental or wilful damage, negligence,
rain, water or other liquid damage, abnormal working
conditions, failure to follow the manufacturer’s written or
oral instructions or misuse, alteration or repairs to the
Equipment without the manufacturer’s approval.
6.3 No liability will be accepted under any warranty or
guarantee where the purchase price for the Equipment
as provided in clause 5.3 hereof has not been paid and
consequently ownership has not passed to you.
6.4 Subject to clause 6.5 hereof, if a valid warranty claim is
made under the manufacturer’s warranty and
guarantee then we will replace or repair (at our
discretion) the Equipment free of charge. You must first
contact our customer services team on 03333 66 3333
then you must re-package your Mobile Phone ensuring
that it is returned along with the original accessories.
Please ensure that the package is securely wrapped and
return it by Royal Mail Special Delivery to: Best 4 Business Communications, Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW. The reason for using Royal
Mail Special Delivery is that you are protected through
their insurance should the Mobile Phone go missing in
the post. After the expiry of the warranty period or if you
fail to return the original accessories then we will make a
charge for either.
6.5 Subject to the above we shall (at our or the manufacturers
option) have the right to fulfil our obligations under
clause 6.4 hereof by refunding the price you paid for the
Mobile Phone (if it was an outright purchase) or a
proportionate part depending upon age and condition.
This will be the extent of our liability to you.
6.6 Other than set out above we shall not be under any
obligation to exchange, repair or replace the Equipment
or provide any refunds. You accept that you are solely
responsible for ensuring the back up of any important
data stored on the Equipment prior to its return for
repairs and you acknowledge that we will not be liable
if any such data (including logos or ringtones) are lost
during repairs or if the Equipment is exchanged.
6.7 These provisions in this clause 6 do not affect your
- EXCHANGE AND REFUND
It is not our policy to exchange Equipment or provide a refund in respect of Equipment with which you are not satisfied unless we are required to do so under clause 6 hereof or exercise our right under clause 6.5. In certain circumstances (and in our absolute discretion) however we may be prepared to consider an exchange or refund.
8.1 Nothing in these Terms and Conditions shall exclude or
limit our liability for death or personal injury resulting
from our negligence or that of our servants, agents or
8.2 Except as provided by clause 8.1 above we shall not be
liable to you in contract, tort, negligence, pre-contract or
other representations or otherwise arising out of our
obligations under these terms and conditions including
loss or damage (including) loss of business, contracts,
costs, expenses, profits or anticipated savings or for any
indirect or consequential economic loss whatsoever
suffered by you as a direct or indirect result of the supply
of the Equipment by us being prevented, hindered,
delayed or tendered uneconomic by reason of
circumstances or events beyond our reasonable control
which shall include but not be limited to Act of God, war,
riot, strike, lock-out, trade dispute or labour disturbance,
accident, breakdown of plant or machinery, fire, flood,
storm, difficulty or increased expense in obtaining
workmen, materials or transport or other circumstances
affecting the supply of the Equipment or accessories
from our normal source of supply or the manufacture of
the goods by our normal means or the delivery of goods
by our normal means of delivery.
8.3 Each provision of this clause excluding or limiting liability
shall be construed separately, applying and surviving
even if for any reason one or other of these provisions is
held to be inapplicable or unenforceable in any
circumstances and shall remain in force notwithstanding
the expiry or termination of this Agreement.
- EARLY TERMINATION CHARGE
In the event that as part of the Agreement between us we agree to discharge the Early Termination Charge payable by you to your previous Nominated Airtime Provider then we shall only
be liable to discharge the actual Early Termination Charge of
your previous Nominated Airtime Provider and shall be under
no liability whatsoever to discharge any other costs or charges
incurred by you in respect of the early termination of your previous agreement to provide airtime services including (but not limited to) those of any other third party with whom you may have previously contracted to supply you with mobile phone services and/or Equipment or line rental payments unless verified by us in the telephone call between us confirming your acceptance of the Agreement.
- TERMINATION OF YOUR AGREEMENT WITH
YOUR NOMINATED AIRTIME PROVIDER
You have entered into a legally binding contract with us but if for any reason whatsoever:-
- Your Nominated Airtime Provider ends its agreement
with you in accordance with its terms (including but not
limited to your failure to make your payment obligations
during the Minimum Period) or
- You terminate the agreement with your Nominated
Airtime Provider for any reason within the Minimum Period.
Then in addition to discharging all your liability to your
Nominated Airtime Provider you must return the Mobile Phone/
Smart Phone (unless purchased outright by you) to us at the
address and in the manner set out in clause 6.4 hereof or retain
the Mobile Phone/Smart Phone in which case you agree to
pay us the purchase price of the same or a proportionate part
depending upon age and condition.
- TERMINATION OF YOUR AGREEMENT WITH US
11.1 Although under Regulation 5 of the Consumer Protection
(Distance Selling) Regulations 2000 as amended you
have no right to cancel this Agreement (subject to 11.1 iii)
we will allow you to cancel the same subject to the
- You confirm to us by telephone on 03333 66 33 33
that you wish to cancel the Agreement, at our
- If you are contracted to Best 4 Business Communications
Ltd as a business customer, there is no right to
terminate the agreement at any time before the
Minimum Period; any such termination will be
subject to clause 11.3 of this document.
iii. If you are contracted to Best 4 Business Communications Ltd
as a consumer customer, under the Consumer
Protection (Distance Selling) Regulations 2000
you will have the right to terminate the agreement
within 7 working days from receipt of the
equipment supplied. This is subject to the manner
referred in clause 6.4 and the correct cancellation
documents being supplied to Your Company
Mobiles within this time frame.
- Subject to us subsequently agreeing, through your
in life account management team, to cancel this
Agreement then you will be provided with a
returns authorisation number which must be
clearly shown on the outside of the return package
and you must then return the Equipment to the
address and in the manner referred to in clause
6.4 to be received by us within 7 working days from
receipt of the equipment.
- You have not used the Equipment in any way
whatsoever i.e. made phone calls, sent texts taken
photographs or used any of the functions available
and have merely visually inspected the Equipment.
11.2 Either party may terminate this Agreement at the end
of the Minimum Period by giving to the other party not
less than thirty (30) days notice in writing to take effect
on or at any time after the end of the Minimum Period.
11.3 If you terminate this Agreement or that with the
Nominated Airtime Provider before the end of the
Minimum Period then in addition to the provisions of
clause 9 hereof you agree to pay to us a cancellation
charge calculated by reference to the number of months
remaining of the Minimum Period multiplied by the monthly
rental which you had been paying to the Nominated
Airtime Provider immediately prior to the termination.
11.4 In the event that you choose to terminate this agreement
before the nominated operators airtime agreement has
started and before any hardware (including sim cards)
has been despatched then, instead of exercising clause
11.3 we may solely at our discretion charge a termination
fee of £15 per connection/line that was ordered.
- DATA PROTECTION
12.1 All information that we hold concerning you as an
individual, firm or company (“data”) will be held and
processed by us strictly in accordance with the provisions
of the Data Protection Act 1998. Such data will be used
by us to provide you with the services that are the subject
of this Agreement and the agreement with your
Nominated Airtime Provider, for related purposes and
for the purposes set out in clause 12.2. We will not, without
your consent, supply any data to any third party except
where (1) such transfer is a necessary part of the services
that we undertake, (2) we are required to do so by
operation of law, or (3) we share information for the
purpose of managing and administering our relationship
with Nominated Airtime Providers.
12.2 We would like to use the information that we have about
you and your use of the agreement with your Nominated
Airtime Provider (this includes information about your bill
size, the numbers you call and the times you call) to inform
you by automated means or otherwise, including
by writing, email, fax, mobile text message, telephone,
post and via world wide web, WAP and similar sites,
subject to any preferences indicated by you at the time
you apply to enter into this Agreement or subsequently,
about the products, services, pricing packages and special
offers which we and those of carefully selected third parties
provide and which we believe may be of particular interest
to you. By accepting these terms and conditions you
consent to our and the above thirds parties contacting you
with that information. However, if you do not wish to
receive that information then please contact us by writing
at Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW stating your full name, address, account number
or agreement number and mobile telephone number.
12.3 An individual has the right under the Data Protection Act
1998 to obtain information, including a description of
the data that we hold on you. Should you have any queries
concerning that right then please contact us at the
address shown in clause 12.2 above.
12.4 You should be aware that if we are requested by the
police or any regulatory government authority
investigating suspected illegal activities to provide your
user information or information concerning your activities
whilst using the Mobile Phones/Smart Phone then we
must do so. We also reserve the right to disclose
individually identifiable information to third parties where
a complaint arises concerning your use that is deemed
by either ourselves to your Nominated airtime Provider
to be inconsistent with these terms and conditions.
In the event that you wish to make a complaint about the service that we offer to you then we have a complaints procedure that will be implemented upon receipt of written notice of such complaint via email addressed to Best 4 Business Communications Limited, Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW.
Failure by us to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15.1 Any notice required to be sent to us shall be in writing
and may be delivered by hand or sent by first class post
to our address as stated in clause 6.4 hereof. Should we
need to send notices to you then these must be in writing
and may be delivered by hand or sent by first class post
to your address as shown in your order or given to us during
the application process or sent by e-mail to the address
shown in your order or any other e-mail address that you
have supplied to us for this purpose. Notices sent by first
class post shall be deemed to have been given 24 hours
after posting and notices delivered by hand or given by
email shall be deemed to have been delivered the day
after the notice is sent.
15.2 These terms and conditions shall be construed in such
fashion as to be effective and valid under applicable law
and shall be construed separately and independently of
each other. If any provision is declared void, illegal or
unenforceable by a court of competent jurisdiction with
respect to particular circumstances then such provision
shall remain in full force and effect in all other
circumstances. If any provision is declared entirely void,
illegal or unenforceable by a court of competent
jurisdiction then all other provisions of these terms and
conditions shall remain in full force and effect.
15.3 Third parties may not benefit from this Agreement under
the Contracts (Rights of Third Parties) Act 1999 and you
may not assign all or any of your rights under this
Agreement or any variations or amendment thereto.
15.4 Any complaints regarding this Agreement or any of the
services provided by us may be made in writing to
Customer Services, Best 4 Business Communications Limited,
Sheldon Chambers, 2235 – 2243 Coventry Road, Birmingham, B26 3NW
15.5 This Agreement shall be governed by and construed in
accordance with the laws of England