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STANDARD TERMS & CONDITIONS
M-LINE TELECOMS LTD SERVICES
1. CONTRACT
The Contract between M-Line Telecoms Ltd, ("M-Line"), a company
incorporated in England with number 3855433, on the one part, and
the legal person (the "Customer"), named on the account created by
M-Line at the request of the Customer, on the other (together known
as the "Parties"), is deemed to commence on the date the Services
(as subsequently defined), become effective. The contract is deemed
to be fully ratified upon payment by the Customer of the first
invoice rendered by M-Line, notwithstanding that the Contract
itself may not be in written form at that time, or at any
subsequent time. These Standard Terms & Conditions, as amended
from time to time, at all times form part of the Contract, and are
re-affirmed by the Parties in the form current at the time upon the
rendering and payment of each subsequent invoice. The Contract thus
formed by the provisions of this Clause, together with these Terms
& Conditions, constitute the "Agreement".
2. THE SERVICES
The Services are defined as the provision of fixed land-lines and
numbers in rented form, the provision of mobile lines and numbers
in rented form, the carrying of outbound calls, the provision of
broadband access to the internet in rented form, the renting of
non-geographic numbers and translation services, leased lines,
broadband telephony, and other telephony products from time to time
being offered. M-Line accepts responsibility, subject to events of
force majeure (see Clause 10 below), for the provision and
continuation of those services up to the network termination
extension (NTE), or network termination and test point (NTTP),
collectively herein referred to as "NT", see further in Clause
6.9.
3. DURATION OF AGREEMENT
3.1 The Contract shall continue unless terminated by either party
giving to the other not less than one month's prior written
notice.
3.2 Should the customer fail to give such notice M-Line shall be
entitled to charge a further month in lieu of notice, calculated as
the average of the previous three months call traffic billing.
3.3 M-Line shall be entitled to pass on to the Customer any term
obligation into which M-Line itself might need to enter in
connection with the provision of land-lines, mobiles or broadband.
The charge to be paid by the Customer following termination is to
be determined by the aggregate unpaid portions of the relevant
contract(s), or by the one month provision set out in 3.2 above,
whichever is the greater amount.
4. CHARGES AND PAYMENT
4.1 Pricing the Services shall be as stated in M- Line's tariff as
current from time to time, or as agreed between M-Line and the
Customer. Prices are subject to VAT. Prices are subject to change
and M-Line shall advise the Customer promptly. All sums due to
M-Line under this Agreement shall be paid in full by the Customer
without any set-off whatsoever. All charges payable under this
Agreement shall be calculated by reference to data recorded or
logged by M-Line and not by reference to data recorded or logged by
the Customer.
4.2 The Customer shall be invoiced monthly by M-Line for all call
charges under this Agreement incurred in the preceding monthly
period, as well as the current month's line rental in advance. All
charges must be paid either by direct debit, by cheque or by bank
transfer. All customers will receive an invoice and statement of
calls. Payment in full is due fourteen (14) days following the date
of invoice, at which time the invoice is deemed to have been
accepted (unless previously disputed in writing). M-Line shall have
the right to request payment on demand if the Customer fails to
make timely payment of previous invoices. The time of payment of
all sums due to M-Line under this Agreement shall be of the essence
of this Agreement. M-Line shall be entitled to charge management
time in respect of lengthy and difficult cases.
4.3 If any payment is unsuccessful, M-Line shall be entitled to
make charges for administration and late payment charges of
1.5% per month on any unpaid overdue balance.
5. USE OF SERVICE
5.1 The Customer undertakes to use the Services in accordance with
the relevant provisions of the Telecommunications Act 1984 ("the
Act"), any other applicable laws and regulations, and or other
competent authority and any licence which governs the running of a
telecommunications system by the Customer. The Customer undertakes
not to use the Services as a means of communication for a purpose
other than that for which the Services are provided; or for the
transmission of any material which is intended to be a hoax call to
emergency services or is of a defamatory, offensive, abusive,
obscene or menacing character; or in a manner which constitutes a
violation or infringement of the rights of any other party
(including but not limited to rights of copyright and
confidentiality).
5.2 The Customer shall indemnify M-Line against all liabilities,
claims, damages, losses and expenses arising from or in any way
connected with any such use as prescribed in this Condition 5.
5.3 The Customer undertakes that any Customer telecommunications
apparatus shall be in good working order and conform at all times
to the relevant standard or approval for the time being designated
under Section 22 of the Act and the Customer shall at all times
comply with the conditions of such standard or approval. M-Line
shall not be under any obligation to connect or keep connected any
Customer apparatus not conforming in M- Line's reasonable opinion
to the provisions of the Act. If requested by M-Line the Customer
shall provide M-Line with all reasonable information relating to
any Customer apparatus.
5.4 The Customer undertakes not to use the Services in
contravention of the Act or any other relevant regulations or
licenses and to use the Services solely in accordance with such
written instructions as may be issued by M-Line from time to
time.
6. LIABILITY OF THE PARTIES
6.1 Nothing in this Agreement shall exclude or restrict M-Line's
liability for death or personal injury resulting from the
negligence of M-Line or its employees while acting in the course of
their employment.
6.2 Subject to the Condition 6.3, M-Line shall be liable for damage
to the property of the Customer caused by any negligent act or
omission of M-Line or its employees provided that such liability of
M-Line in contract, tort or otherwise, including any liability for
negligence, howsoever arising out of or in connection with the
performance of M-Line's obligations under this Agreement shall be
limited to £1,000 for any one incident or series of incidents
arising from a common cause in any twelve month period.
6.3 The Customer shall be responsible for providing correct and
sufficient information in written form to enable M-Line to
provision fixed or mobile lines for Carrier Preselection (CPS)
and/or line rental, and to ensure a continuity of the account upon
change of the Customer's premises or configuration. M-Line accepts
no responsibility for any early termination penalties incurred by
the customer to BT or other carriers. M-Line will use its
best endeavours to bring CPS and/or line rental and/or broadband
into effect in a timely manner.
6.4 The Customer may be allocated number translation service
numbers by M-Line from time to time. These will not be the property
of the Customer, but may be retained by him as long as the charges
arising therefrom are settled under the terms specified in this
Agreement, or for a period of 12 months following the cessation of
activity on such numbers. M-Line will use best endeavours to effect
the re-targeting of such numbers as required in a timely
manner.
6.5 M-Line shall not be liable to the Customer in contract, tort or
otherwise including any liability for negligence, for any loss of
bargain, revenue, business, anticipated savings or profit, or for
any indirect or consequential loss howsoever arising specifically
under clauses 6.3 and 6.4 above, or more generally under any other
provision in clause 6.
6.6 In the event of any failure in the Services, M-Line shall not
be liable to the Customer for any charges incurred by the Customer
should the Customer divert its traffic to another carrier.
6.7 The Customer agrees to take full responsibility for any call
made from his registered number, to whatever destination, at
whatever time, and by whatever means. This includes both voice and
data calls made both manually and from computers, or by fraudulent
access to the equipment of the Customer by third parties. The
Customer is fully responsible for voice or data calls made to
premium line numbers by whatever means, and for computer calls
using either dial-up or other networking.
6.8 The Customer accepts full responsibility for ensuring both his
fixed and mobile equipment is functioning correctly, and is
suitably protected against fraudulent access by third parties.
6.9 All equipment and cabling, of whatever sort, beyond the NT (see
Clause 2 for definition), even in cases where the NT is not on the
premises of the customer, is the responsibility of the Customer,
with no exceptions. The customer is also liable for any physical
damage to the NT fitting itself.
6.10 The Customer accepts full responsibility for physical,
electrical or electronic damage to telephone lines located on, or
crossing private land.
6.11 The provisions of this Condition 6 shall continue to apply
notwithstanding the termination of this Agreement.
7 TERMINATION
7.1 Without prejudice to their rights under this agreement, M-Line
and the Customer shall have the right to terminate this Agreement
forthwith in the event that:-
7.1.1 the other party is in default in its performance or
observance of any of its obligations under this Agreement and, in
the case of a remedial breach, fails to remedy the breach within a
reasonable time specified by the non defaulting party in its
written notice to do so; or
7.1.2 an interim order is applied for or made,or a voluntary
arrangement approved, or if a petition for a bankruptcy order is
presented or a bankruptcy order is made against the other party, or
if a receiver or trustee in bankruptcy is appointed of the other
party's estate or a voluntary arrangement is proposed or approved
or an administration order is made, or a receiver or administrative
receiver is appointed of any of the other party's assets or
undertaking or a winding- up resolution or petition is passed or
presented (otherwise than for the purposes of reconstruction or
amalgamation) or if any circumstances arise which entitle the court
or creditor to appoint a receiver, administrative receiver or
administrator or to present a winding up petition or make up a
winding-up order.
7.2. Without prejudice to its other rights, M- Line shall have the
right forthwith to terminate this Agreement by notice in writing to
the Customer in the event that the Customer fails to make any
payment when it becomes due to M-Line.
7.3 In the event of termination by M-Line under Clause 7, M-Line
shall be entitled to recover from the customer all costs, losses
and expenses incurred by M-Line, including but not limited to, the
cost of removing any M-Line equipment from the Customer's premises
(if applicable).
8. SUSPENSION OF SERVICES
8.1 M-Line may at its sole discretion elect to suspend forthwith
the provision of the Services until further notice without
liability to the Customer on notifying the Customer either orally,
(confirming the same in writing) or in writing in the event that:
8.1.1 the Customer is in breach of any term of this Agreement; or
8.1.2 the Customer prevents or delays pre-arranged maintenance from
being carried out; 8.1.3 M-Line is obliged to comply with an order,
instruction or request of government, an emergency service
organisation or other competent authority; or 8.1.4 the Customer is
suspected, in M- Line's reasonable opinion, of involvement with
fraud or attempted fraud in connection with the use of the
Services.
8.2 Any exercise by M-Line of its right of suspension under this
Condition 8 shall not exclude M-Line's right to terminate this
Agreement.
8.3 The Customer shall pay to M-Line all reasonable costs and
expenses incurred by M- Line as a result of the suspension of
Service hereunder and the reconnection of the provision of Service
as may be applicable.
9. ASSIGNMENT
This Agreement may not be assigned in whole, or in part, by the
Customer without the prior written consent of M-Line, such consent
not to be unreasonably withheld, nor shall the Customer be entitled
to sub-contract the Service to any third party unless such party is
a subsidiary or holding company of the Customer or in the same
group of companies as the Customer. This agreement is however
assignable by M-Line in part or in whole, upon one month's written
notice to the Customer.
10. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage
which may be suffered by the other party due to any cause beyond
the first party's reasonable control including, but not limited to
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, the act or omission of
government, highways authorities, other telecommunications
operators or administrators or other competent authorities, war,
military operation, or riot, difficulty, delay or failure in
manufacture, production or supply by third parties of
equipment.
11. ENTIRE AGREEMENT
The contract as formed in accordance with the provisions of Clause
1, together with these Terms & Conditions represent the entire
agreement and understanding of the Parties with respect to the
subject matter hereof, and supersedes all prior understandings and
representations, whether written or oral. The terms therein
comprised may only be modified by written agreement between the
Parties.
12. NO WAIVER
Failure either by M-Line or the Customer to exercise or enforce any
right conferred by this Agreement 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.
13. NOTICES
13.1 Any notice, invoice or other document which may be given by
either party under this Agreement shall be deemed to have been
given if left at or sent by post or fax (confirming the same by
post) to an address notified by the other party in writing as an
address to which notices, invoices or other documents may be
sent.
13.2 M-Line's address for service of any notice hereunder shall be
such address as appears on the last invoice rendered to the
Customer or such other address as may be prescribed by M- Line for
that purpose.
14. GOVERNING LAW
This Agreement shall be governed by and construed and interpreted
in accordance with English law and the parties hereby submit to the
exclusive jurisdiction of the English Courts. M-Line does not
recognise the validity of laws emanating from European Union
institutions and specifically repudiates any such provisions that
prove to be in conflict with English law interpretations.
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