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 minimum period of twelve 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. This contract will automatically renew on the anniversary month for a further 12 months if notice is not received. 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. All rates are subject to an annual increase calculated at 1% above the ruling Consumer Price Index (CPI) at the first working day of the month of increase.
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
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. Any data supplied to CommLink on a regular basis must be in an agreed format to facilitate loading that data onto our systems. If data is supplied in a different format to that which has been agreed, CommLink may reject the data or alternatively with the Customer’s permission manually reformat the data into the correct format. The Customer agrees and accepts that our current standard script amendment charges would apply to time spent reformatting data.
6. CALL DIVERSION AND CALL ROUTING
The Customer hereby confirms to CommLink that it is the Customer’s responsibility to ensure that the diversion facility or call routing when using an intelligent number is properly set up by the Network Provider. Where an intelligent number is provided by CommLink the diversion and any call routing will be organised by CommLink to meet the Customer’s requirements.
Any documentation provided to the Customer in any form and on any media remains at all times the intellectual property of CommLink and is copyrighted. The Customer affirms that at no time will documentation be copied or disseminated in any way without prior written permission of CommLink. At the termination of the contract the Customer confirms that all documentation in any form of media is securely destroyed or returned to CommLink.
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 AND THIRD PARTY LIABILITY
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. 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 such as but not limited to Internet Service Providers, Mobile Network Providers, and Telecommunications Service Providers.
CommLink will ensure to the best of its ability that the client call handling instructions are followed at all times. Where such instructions are incorrect the Customer and CommLink expressly agree that CommLink will not be held responsible for any errors nor liable for any damages that may arise. While CommLink will use its reasonable endeavours to ensure that client instructions are followed, the Customer agrees that human error cannot be eliminated and errors may occur as a result. The Customer and CommLink agree an allowance for errors of up to 2% of call volumes in any complete billing period. If the level of errors exceeds this value it is expressly agreed between the Customer and CommLink that the liability for any damages for any errors over and above the 2% of call volume 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.
13. 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.
14. 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.
15. 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.