Terms & Conditions
In this agreement the following terms shall have the following meanings namely:-
“CommLink” means Reality3 (Communications) Limited which expression shall where the context so requires include its successors.
“Customer” means a person, company, or organisation at whose application CommLink agrees to provide the service and/or equipment and/or the maintenance services under the terms of this agreement. “Agreement” means the contract made between CommLink and the Customer to which these conditions apply.
2. SCOPE & CHANGES
The provisions of this agreement shall apply to all services ordered by the Customer from CommLink. CommLink reserves the right to modify and extend the terms and provisions of this Agreement at any time in the normal course of its business. The Customer may request an up to date copy of our Terms of Business at any time.
This agreement shall be for a period of six months and thereafter the agreement may be terminated by either party giving 30 days written notice to the other party and the agreement shall terminate on the expiry of the aforementioned notices. Certain services have a longer contract period and if those services form part of the Customer Agreement then the minimum contract period for the whole of the Customer Agreement will be extended from six months to the minimum contract period for that service. Notwithstanding any of the aforementioned the Customer shall have the right to terminate this agreement by written notice within 30 days of the date of the agreement.
4. CHARGES, PAYMENT, AND VAT
a) Service Fees, as stated in the Customer Agreement are charged for the month in which they are incurred and apply in full whether or not service is provided for the whole of the month or part thereof. Other charges are raised in arrears for the previous month’s service. Charges relating to calls taken on Christmas Day, Boxing Day, and New Year’s Day will be charged at triple rates. On all other Bank Holidays, calls taken on those Bank Holidays will be charged at double rates. This reflects the premium paid to CommLink personnel working on these days.
b) All sums due to CommLink under this agreement are subject to VAT at the current rate and shall be payable by the Customer within the agreed terms following receipt by the Customer of CommLink’s invoice in respect thereof. CommLink reserves the right to charge daily interest on outstanding accounts until payment in full is received by CommLink at a rate equal to 8% per annum above base lending rate current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this agreement for any causes whatsoever. We understand and will exercise our statutory right to interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms.
c) Whilst any payment due under this agreement remains outstanding to CommLink from the Customer CommLink shall be entitled to withhold the delivery of messages to the Customer or disconnect service at the sole discretion of CommLink. A charge of £25 + VAT will be levied to reinstate message delivery or to reconnect your service.
d) All sums due from the Customer to CommLink will be collected by direct debit from the Customer’s bank account details. At no time will CommLink accept payment by other methods without the express written approval of a Company Director of CommLink.
e) If a direct debit mandate is cancelled without prior notification to CommLink from the Customer CommLink shall be entitled to withhold the delivery of messages to the Customer or disconnect service at the sole discretion of CommLink until a new direct debit mandate has been set up and confirmation from BACS received.
f) The Customer agrees to pay CommLink all legal costs incurred in by CommLink in connection with any legal proceedings taken by CommLink against the Customer to recover sums due under this agreement on a full indemnity basis.
g) All invoices submitted by CommLink to the Customer are to be treated as agreed, whether or not agreed, unless the Customer notifies CommLink in writing of any discrepancies or objections to the same within 5 days of receipt of any invoice from CommLink. The Customer agrees that all billing submitted to the Customer by CommLink shall be due and payable to CommLink when rendered.
h) CommLink will charge the Customer £30 (thirty pounds) plus VAT for any costs incurred through having to re-present a payment in the event the original payment is returned unpaid.
i) When notice to terminate an account is issued or received by CommLink, the Customer’s credit limit and credit period are reduced to zero. All invoices become due and payable in full by return. Paragraph 4(c) of these terms may be invoked if CommLink believes the outstanding debt to be at risk. If the notice period spans the beginning of a month then the provisions of paragraph 4(a) of these Terms will also apply during the notice period.
j) CommLink will, at its discretion, assign to each Customer a Credit Limit. If the aggregate value of all outstanding invoices rendered by CommLink to the Customer exceeds this Credit Limit, CommLink reserves the right to terminate the service forthwith or to limit, restrict, or temporarily disconnect the service until the full outstanding credit balance is cleared.
k) Notwithstanding Clause 3 above, CommLink shall, at its absolute discretion, have the right to terminate this agreement at any time and with immediate effect if it considers that a Customer will not adhere to these terms and conditions or that a Customer’s requirements are beyond the scope of CommLink’s reasonable capacity.
l) Under no circumstances will CommLink tolerate discrimination of any form against its personnel or verbal abuse in any form from clients or client personnel at any time. Notwithstanding Clause 3 above, in such circumstances CommLink shall, at its absolute discretion, have the right to terminate the Agreement with immediate effect
5. PROVISION OF INFORMATION
a) The Customer undertakes promptly to provide CommLink (free of charge) with all such information and co-operation that CommLink may reasonably require from time to time to enable CommLink to perform and observe its obligations under this agreement.
b) Should account information/instructions change subsequent to a quotation agreed by the Salesperson, CommLink reserves the right to adjust the charges appropriately.
6. DIVERSION FACILITY
The Customer hereby confirms to CommLink that it is the Customer’s responsibility to ensure that the diversion facility is properly set up by the Network Provider. The Customer authorises CommLink to order the diversion facility on behalf of the Customer and the Customer agrees that the Customer will indemnify CommLink in respect of all costs arising from the obtaining of the diversion facility from the Network Provider.
7. SOFTWARE, HARDWARE, AND DOCUMENTS
All software and hardware including Pagers (in whatever form provided by CommLink to the Customer) for the purpose of using the equipment remains the property of CommLink. CommLink grants the Customer a non-exclusive, non-transferable licence to use any such software for the purpose of using the equipment for no other purpose. The Customer shall not reproduce the software. The Customer shall keep the software in confidence. The Customer shall not make modifications to the software.
The Customer shall not assign or delegate or otherwise deal with any or all of its rights and obligations under this agreement without CommLink’s prior written consent given by CommLink’s duly authorised representative. CommLink shall have the rights to assign or otherwise delegate all or any of its rights and obligations hereunder to associate companies or other persons without notice in writing to the Customer.
9. FORCE MAJEURE
Neither party shall be liable for to the other for loss or damage which may by suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, weather, failure, or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out trade dispute or other labour disturbance, or any other technical problems beyond CommLink’s control.
10. THIRD PARTY LIABILITY
CommLink will use its reasonable endeavours to deliver its Customer data as agreed however CommLink cannot accept any liability for third party equipment or service failure i.e. Customer fax machines, Internet Service Providers, Pager / Mobile Network Providers, and telecommunications Service Providers.
It is expressly agreed between the Customer and CommLink that the liability for any damages arising out of provision of the service under this agreement to the Customer by CommLink whether caused by negligence of CommLink’s employees or otherwise is limited to actual damages, but shall in no event exceed £50.00 (fifty pounds). The Customer and CommLink hereby acknowledge that damages would be difficult to ascertain and quantify and agree that this provision liquidates the damages and is not a penalty.
CommLink will treat all messages as confidential. However, should it be served with an appropriate Court Order CommLink will be legally advised to co-operate with all law enforcement agencies in disclosing whatever information may be required about the Customer.
The Customer agrees that it will not use the service provided for any improper, immoral, or unlawful purpose and that such use constitutes grounds for immediate termination of services by CommLink.
14. SERVICE OF NOTICES
Any notice, invoice, or other document which may be given by CommLink under this agreement shall be deemed to have been duly given if it is left or sent by post or facsimile transmission to the address notified to CommLink in writing by the Customer as an address to which notices, invoices, or other documents may be sent, or the Customer’s usual or last known place of abode or business or if the Customer is a limited company, its registered office. CommLink’s address for the service of any notice by the Customer under this agreement shall be such address as shown on the last invoice rendered to the Customer or such address as CommLink shall prescribe for that purpose from time to time.
15. NON-GEOGRAPHIC AND OTHER VIRTUAL NUMBERS
a) Where this facility is provided by CommLink to the Customer then notwithstanding the provisions contained in this agreement the following provisions shall apply and will override any contrary provisions contained in this agreement. For clarity, the use of the term “non-geographic number” in this paragraph refers to both non-geographic and virtual numbers as may be provided to the Customer under this agreement.
b) The Customer agrees that their use of a non-geographic number is exclusively and only on a rental basis and that at no time will the Customer have ownership or control of the non-geographic number.
c) If notice to terminate this agreement is given the Customer accepts and agrees that it has no rights over the non-geographic line and it will not be transferred to the Customer’s control when the contract ceases. The Customer accepts and agrees that CommLink will have no liability whatsoever in regard to any costs or fees or other expense incurred by the Customer as a result of the non-geographic line not being transferred to the Customer on the termination of the agreement.
16. ENTIRE AGREEMENT
a) This agreement shall be governed by and construed and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English Courts.
b) This agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written and this agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party hereto.