2. TERM
The minimum term of this agreement is the “Minimum Period” as specified on the agreement, and will be automatically renewed on an on-going basis thereafter unless and until either of us gives the other written notice of termination with at least 28 days notice.
You acknowledge that in order to avoid delays occurring in the ordering process, DST will need to be notified by BT of any products or services presently in use on your line that are incompatible with the Calls and Access service. BT is under a strict duty not to disclose information about a customer's telephone services to a third party unless the customer has consented to such disclosure. In entering this agreement you give consent to BT to disclose such information to DST. You also give DST authority to act as your agent to arrange connection onto DST services.
The agreement may be ended immediately by you if we break a term of this agreement, which after written notice has not been rectified within 14 days, or if the other stops trading or becomes insolvent or wound up. We may end this agreement without giving you notice if you break any of your obligations under clause 5 which have not been rectified 14 days following receipt of written notice of breach from us.
On termination of this agreement for whatever reason, you will:
a. immediately pay any outstanding invoices; and
b. be responsible for any required engineering reprogramming costs for you to use an alternative supplier.
In addition, if the agreement is terminated prior to the end of the period specified in the agreement (except if you terminate, in accordance with the provisions of this agreement, as a result of our breach or insolvency or winding up), you will:
c. reimburse DST for any costs incurred in transferring to the DST service; and
d. pay us (in addition to clauses 2a and 2b) an administration charge of £19.50 if you fail to give DST 28 days prior written notice of your cancellation.
e. DST will waive the administration fee of £19.50 where you have given DST 28 days prior written notice of your cancellation.
f. Should you leave the Broadband service within the first 12 months you agree to pay DST a disconnection fee of £50.00
3. PAYMENT TERMS
a. monthly variable direct debit is the only means of payment of DST invoices and DST reserves the right to refuse customers not wishing to pay by direct debit.
b. you will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being restricted.
c. DST reserves the right to apply charges for late payment and any associated charges incurred.
d. cancellation of the direct debit does not constitute notice of cancellation of the agreement.
e. you are protected at all times by the direct debit guarantee.
4. PRICES
DST charges you for using the services covered by this agreement. Initially you are charged at the tariff specified on the agreement or published in our price lists. Please note:
a. any connection or set up charges are non-refundable;
b. charges are calculated from data recorded by us and not from your own records;
c. where a direct debit is unpaid due to insufficient funds or cancellation, a £14.99 administration charge will be included on your next monthly bill.
d. All invoices are due for payment by the due date as indicated on our invoices. Any invoice outstanding beyond this period will be referred to Daniels Silverman Limited and will be subject to a surcharge of 15% plus vat to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.
We may change our prices (upwards as well as downwards) but will endeavour to inform you at least 14 days in advance of any change we are making. Unless we advise otherwise our charges are subject to VAT at the prevailing rate, which you must pay in addition.
5. PRICE PROMISE
If, during the Minimum Period of this agreement, we increase our prices you may end this agreement without paying the administration charge specified in clause 2d and the new prices will not apply to you.
If, during any automatically renewed Period after the Minimum Period of this agreement, you are offered cheaper local, national or international call prices by an alternative supplier, DST reserves the right to match these prices for the remainder (if any) of the renewed Period. If we do not do so, you may end the agreement, subject to clauses 2a and 2b, but without payment of any administration charge.
This clause relates only to alternative suppliers offering exactly comparable quality of products and services (including but not restricted to carrier quality and direct and indirect switching methods and procedures) to those offered by DST.
6. RESPONSIBILITIES
We agree to provide you with the service as specified on the agreement subject to the provisions of these terms and conditions. You agree:
a. to use the services in accordance with this agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the services;
b. not to allow an alternative supplier to override or bypass our service either through the installation of equipment or through the BT local exchange;
c. to be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier;
d. not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence; and
e. not to re-supply or re-sell or otherwise make services available to any person on an arms-length commercial basis and not to use the service in any way or for any purposes prohibited by law.
7. SUSPENSION
We may suspend the service (without being liable to compensate you):
a. in the event of a local or national emergency;
b. to comply with a request from a government or other competent authority;
c. to protect or provide service to rescue or other essential services or otherwise;
d. to maintain the quality of our services;
e. if we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an invoice);
f. if an event occurs which is beyond our reasonable control;
g. if you break any part of this agreement.
h. restrict calls to Premium Rate Service numbers.
8. REPAIR
We will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible.
9. LIABILITY
Neither of us will have to compensate the other for any detrimental event beyond the other's reasonable control.
In this agreement, 'beyond reasonable control' includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, military operation, riot or delay, employee dispute, or supply of equipment by third parties. In any event, we will not have to compensate you for any harm to your business, lost revenues, loss of anticipated savings, lost profits or other indirect, consequential or special losses nor for any charges incurred by you with another call carrier. You accept liability for any claims, costs, damages, losses, expenses and liabilities (including, without limitation, legal costs and expenses) resulting from illegal actions by you or any other person using the services with your permission.
Without prejudice to this our liability to you in contract or tort arising under or in connection with this agreement shall be limited to a maximum of £500 for any event or series of connected events and £1,000 in any 12-month period.
10. GENERAL
You may not assign, delegate or transfer all or any rights and obligations under this agreement without our prior written consent.
If any provision or condition of this agreement shall be invalid or unenforceable, the remaining terms shall continue to apply.
This agreement and the documents referred to in it represent the entire contract between us, to the exclusion of any terms subject to which you may accept, or purport to accept, the service. Any variations (other than charges made in accordance with this agreement) shall be accepted by both of us in writing.
Any failure by either of us to enforce any right shall not be deemed a waiver of any such right.
Information you provide or we hold (whether or not under this agreement) may be used by us, our employees and/or agents to:
a. identify you when you make telephone enquiries;
b. help administer any accounts, services and products offered by DST or in the future; and
c. help us to detect fraud or loss.
All figures in this agreement exclude VAT.
This agreement is governed by English law.
