Entacall Terms and Conditions

1. Definitions

1.1 In these conditions (unless the context otherwise requires):

" the act " means the Telecommunications Act 1984 and any amendments, modifications, re-enactments or replacements of the Act that may be made from time to time;

" we ", " us ", " our " and " company " means Entacall Telecommunications Ltd, and its successors in title and assigns from time to time;

" the Contract " means the contract between you and us for the provision of the Services, including any attached schedules and any variation made;

" the Hire Agreement" means the hire agreement for the automatic dialler (if any) made between the Customer and the Company of even date herewith;

" you ", " your " and " customer " means the person with whom the Contract is made;

" the Services " means the telecommunications services to be supplied by us pursuant to the Contract.

1.2 Words in the singular shall include the plural and vice versa, reference to any gender shall include the others and references to legal persons shall include natural persons and vice versa.

1.3 The headings in these conditions are intended for reference only and shall not affect their construction.

2. General

2.1 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by you to us and the provisions of these conditions shall prevail unless expressly varied in writing excluding the charges and signed by a director on our behalf. Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.

2.2 Any concession made or latitude allowed by us to you shall not affect our strict rights under the Contract.

2.3 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

2.4 These conditions shall apply to and be incorporated into every agreement between the company and any person, from your company ('the customer') under which the company supplies goods or services at the request of customer.

2.5 Nothing is these conditions will affect any of the customer's statutory rights as a customer under the �Sales of Goods Act 1999' (as amended at anytime) or any other applicable legislation consumer contract under these conditions.

3. The Services

3.1 a.) Indirect-Access: an outbound telephone service whereby the customer adds a specific prefix to each call that is then routed by BT to the Entacall network. Entacall will route such call to the destination specified.

3.1 b.) Direct Access: The supply of outbound voice telecommunications from the Customer's equipment via a permanent dedicated connection to the Entacall network.

3.1 c.) Private circuits: The supply of dedicated bandwidth for the Customer's sole use between two locations nominated by the Customer.

3.2 We undertake to provide you with the Services in accordance with these conditions.

3.3 If appropriate, you authorise us, our agents, employees or other authorised personnel, to reprogram and/or install access equipment, in order to provide the Services.

3.4 All times, dates and periods given for performance of the Services are given in good faith but without any responsibility on our part. 3.5 It is technically impracticable to provide the service free of faults and Entacall does not undertake to do so. Entacall will however use reasonable endeavors to remedy any faults of the services as soon as reasonably practicable.

4. Length of the Contract

4.1 The Contract shall come into force on and with effect from the date of acceptance by us stated overleaf (" the Commencement Date ") and shall continue (subject to the other provisions for termination contained in these conditions) until either we or you give one month's written notice to the other and such notice may be given at any time.

5. Your use of the Services

5.1 You undertake not to contravene the Act or any other relevant regulations or licences regarding the provision and use of telecommunications services.

5.2 You shall ensure that your telecommunications apparatus shall at all times conform to the relevant standard or standards (if any) for the time being designated under the Act and we shall not be under any obligation to connect or keep connected any of your apparatus if it does not conform or if in our reasonable opinion it is liable to cause death, personal injury or damage to property or to impair the quality of any Service provided by us or put us in breach of our obligations to any third party. You shall also comply with all relevant statutes, regulations or other legislation in force from time to time.

5.3 You undertake to use the Services in accordance with the Act, and any licence granted thereunder. You further undertake not to use the Services: (a) as a means of communications for a purpose other than that for which the Services are provided; or (b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; or (c) for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.

5.4 You shall indemnify us from all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection with your use of the Services in contravention of the provisions of clause 5 of these conditions or in breach of any other provision of the Contract.

6. Allocation and use of Telephone Numbers

6.1 In the event that the Company allocate any telephone numbers to the Customer for the purpose of providing the Services the Customer acknowledges that it shall not acquire any legal, equitable or proprietorial right to any such numbers and the Company shall be entitled to withdraw or change any telephone number or code or group of numbers or codes upon giving the customer reasonable written notice.

6.2 For the avoidance or doubt, any and all intellectual property rights in any such telephone number shall at all times, as between the Company and the Customer, remain vested in the Company.

7. Equipment and Our Access to your Premises and Provision of Information by you to us

7.1 To enable us to perform our obligations under the Contract: (a) you shall permit or procure permission for us, our agents, employees and any other persons authorised by us to have access to your premises and shall provide such reasonable assistance and information as we shall request from time to time; (b) we will normally carry out work by appointment and during normal working hours, but may request that you provide us with access to your premises at other times but such requests shall not oblige you to provide such access; (c) at your request, we may agree to work outside normal working hours and you shall pay our usual charges for complying with such a request.

7.2 If you request maintenance or repair work which is found to be unnecessary, you may be charged for the work and the costs incurred. We will give notice that work is considered unnecessary prior to completion or raising charges.

7.3 In the event that Entacall wish to install equipment to facilitate provision of the services the customer shall provide appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the Entacall equipment at their premises without charges or cost to Entacall.

7.4 Any equipment sited at the customer's premises for the provision if the services shall remain the property of Entacall at all times. The customer shall be liable for any damage to such equopment howsoever incurred other than normal wear and tear.

8. Suspension of Service by us

8.1 We may at our sole discretion upon giving you written notice elect to suspend forthwith provision of the Services until further notice without compensation on notifying you either orally (confirming such notification in writing) or in writing in the event that: (a) we are entitled to terminate this agreement, or (b) we are obliged to comply with an order, instruction or request from the UK Government, an emergency services organisation, the provision of telecommunications services or the establishment of networks or any information provided across them or other competent administrative authority. (c) We need to carry out any emergency works to the network or any equipment installed at your premises by us for the purpose of providing the services.

8.2 Where any suspension of the Services is implemented as a consequence of your breach, fault or omission (but not otherwise), you shall reimburse us for all costs and expenses incurred by our implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.

8.3 If we exercise our right to suspend the Services this shall not restrict our right to terminate the Contract.

9. Our Liability

9.1 In these Conditions we do not exclude or restrict our liability for death or personal injury resulting from our negligence or the negligence of our employees while acting in the course of their employment insofar as the same is prohibited by United Kingdom statute.

9.2 In the event that the Services fail and your calls are diverted to another carrier, we shall not be obliged to pay any charges incurred by you with that carrier. We shall only be entitled to charge you usage charges for calls which you make through us pursuant to the Contract.

9.3 Nothing in these conditions shall impose any liability upon us in respect of any non-performance or Services which are not performed in accordance with the Contract arising out of your own acts, omissions, negligence or default.

10. Charges and Payment

10.1 Unless otherwise agreed in writing, you agree to pay for the Services by direct debit within seven days of the date of our invoice, such invoice to be rendered once in each calendar month during the continuance of the Contract.

10.2 You shall pay the price for the Services as set out in our proposal. We shall be entitled to decrease our prices at any time, such decrease will apply to all Services provided after the date of the decrease and to be reflected in our next invoice. We shall be entitled to increase our charges at any time and shall give you 30 day's notice of any such increase, such increase shall take effect after the expiry of such notice. Upon notifications of any such increase you shall be entitled to cancel the Contract immediately by giving to us notice in writing within 30 days of the date of our notice of the increase in the charges.

10.3 We shall prepare and send invoices for usage charges each calendar month in arrears or in any such other form and manner as shall be agreed with you. Usage charges payable shall be calculated by reference to data recorded or logged by us and not be reference to any data recorded or logged by you and such data shall, in the absence of manifest error, be final and binding.

10.4 The time of payment shall be of the essence of the Contract.

10.5 Without prejudice to any other rights it may have, we are entitled (both before and after any judgement) to charge daily interest on amounts outstanding seven days after the date of our invoice until payment in full is received, at a rate equal to 2 per cent per annum above the National Westminster Bank Plc base rate for the time bring force. Interest shall continue to accrue notwithstanding termination of the Contract.

10.6 All sums referred to in the Contract are exclusive of Value Added Tax and any other taxes of a similar nature which may from time to time be introduced which shall (if applicable) be charged by us and payable by you in the same manner as the usage charges.

10.7 The price for the Services shall be due in full to us in accordance with the terms of the Contract and you shall not be entitled to exercise any set-off, lien or any similar right or claim except in the case of a consumer contract that results from the customer lawfully offsetting against that sum an amount equal to any sum owed by the company to the customer for any breach of the agreement.

11. Termination of the Contract

11.1 Notwithstanding any other provision of these conditions, either we or you (without prejudice to its other rights) may terminate the Contract with immediate effect by giving notice in writing to the other, in the event that: (a) the other is in breach of any provision of the Contract and (where such breach is remediable) fails to remedy that breach within 14 days of a written notice from the non-defaulting party specifying the breach; (b) the other shall go into liquidation (except for the purpose of reconstruction) or if any petitions resolution to wind up the customer shall be presented or if a receiver is appointed of the customer's under taking property , or if the customer shall commit any act of bankruptcy. (c) the Hire Agreement terminates for any reason.

11.2 Notwithstanding any other provision express or implied in these conditions, we (without prejudice to our other rights) may terminate the Contract with immediate effect in the event that: (a) any license under which you have the right to run your telecommunication system and connect it to our system is revoked, amended or otherwise ceases to be valid; or (b) you fail to make any payment when it becomes due to us. (c) A written notice to comply with a competent regulatory authority's decision or action is received

11.3 On termination for any reason all charges incurred up to the date of termination shall become immediately due and payable. You must pay us any outstanding usage charges for your usage of the Services up the date of termination.

12. Matters beyond reasonable control

12.1 Neither we nor you shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecommunication operators or other competent authority, production or supply of services by third parties.

13. No liability for loss of profits and data

We shall not be liable to the customer in connection with this contract, whether in contract, tort (including negligence) or otherwise for direct or indirect loss of profit, business, anticipated savings or wasted expenditure or for any indirect or consequential loss, corruption or destruction of data whether or not we were advised or aware of the possibility of such damages, losses or expenses.

14. Limitation of liability/Indemnity

14.1 Our aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed a sum equal to one month's billing for the Services by us to you based on the average billing for the Services by us to you over the previous 3 months or since the commencement of the Contract if the contract commenced within 3 months of the date of the claim concerned.

14.2 We shall only be liable to the customer for claims made by it in writing within six months of the date on which it becomes aware of ought reasonablly to have become aware of the grounds of such claims.

14.3 The customer indemnities Entacall against any claims or legal proceedings (including damages, costs and expenses) arising solely from the Customer's use of the services which are brought or threatened against Entacall by any third party.

14.4 In the event of any failure in the service and the customer diverts to another carrier Entacall will not be responsible for that carrier charge.

15. Representations

15.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.

16. Confidentiality

16.1 Neither we nor you shall whilst the Contract is in force or thereafter disclose any of the other's confidential information nor any details of the other's commercial or technical activities or policy except insofar as is strictly necessary for fulfilling its obligations hereunder and except for any disclosure required by statute or law and save for information which is or subsequently enters the public domain.

17. Security

17.1 In order to access the services, we may provide you with a set of passwords. You are responsible for the security and proper use of all passwords relating to the services and must keep them confidential and must not disclose them to any third party.

17.2 You must inform us immediately if it suspects that any password in relation to the Services has become known to someone who is not authorized to use it. 17.3 If we suspects that there is likely to be a breach of security or a misuse of the services we may change your password and notify you accordingly.

18. Assignment and sub-contracting

18.1 We may assign the Contract with you or sub-contract the whole or any part of the performance of the Services to any person, firm or company without your prior written consent.

18.2 You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under the Contract without our prior written consent.

19. General

19.1 The Contract together with the Hire Agreement represents the entire understanding between you and us in relation to the subject matter hereof and supersedes all other agreements and representations made by either you or us, whether oral or written.

19.2 Failure by either you or us to exercise or enforce any right conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

19.3 Any notice, invoice or other document which may be given by either you or us under these conditions shall be deemed to have been duly given if delivered by hand at or sent by first class post to your registered office such address as you advise to us in writing from time to time and such notice shall be deemed to be serviced immediately if left at the address for notice or 48 hours after posting if posted.

19.4 The Contract shall be governed by and construed and interpreted in accordance with English law and the courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.

20. Set off

The company shall be entitled but not obliged at anytime to set off any sum payable by or any liability of the customer to the company against anmu sum payable by or liability of the company to the Customer (in either case whether arising under the contract for the supply of the services or otherwise howsoever and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency or its deomination) and may for such purpose convert or exchange any currency. Any exercise by the company of this right will be without prejudice to its other rights under the contract relating to the supply of the services.

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