Terms and Conditions

1. DEFINITIONS

1.1 ‘Application Form’ means the application form or service application form relating to the provision of the services in the form provided by Interface Advantage Limited (IAL) from time to time incorporating these Terms and Conditions.
1.2 ‘Authorised Person’ means an employee or sub Contractor of IAL.
1.3 ‘Associated Company means any subsidiary of IAL or other associated company as defined by Sections 1159 and 1160 and Schedule 6 of the Companies Act 2006.
1.4 ‘Billing Account’ means the account opened by IAL in the name of the Client upon creation of the Contract and relating to the Services.
1.5 ‘Client’ means an organisation or person whose Application Form is accepted by IAL and for whom IAL has opened a billing account.
1.6 ‘Contract’ means the Contract governed by these Terms and Conditions made between IAL and the Client created upon acceptance by IAL of the Client’s Application Form.
‘IAL’ means Interface Advantage Limited which expression shall, where the context so requires, include its successors and assigns and any Associated Company thereof.
1.7 ‘IAL Access Equipment’ means call routing equipment, circuits, telephone lines, handsets, routers or other apparatus supplied by, or through, IAL for the provision of Services.
1.8 ‘Network’ or “Billing Network” means the telecommunications system/s used by IAL for the provision of the Services, some or all of which may be owned and operated by third parties.
1.9 ‘Initial Term’ is the minimum or initial term in respect of each Service and or piece of equipment commencing on the Service Commencement Date. Such period shall be deemed to be 12 months in the absence of any contrary provisions in the tariff schedule or Application Form.
1.10 “Renewable Term” the Contract shall be automatically renewed on expiry of the Initial Term and each subsequent anniversary of the Initial Term, on the same terms, for a period of 12 Months, unless notice of termination has been provided by the Client or IAL. Such notice to be provided not later than 90 days prior to expiry of the Initial Term or subsequent anniversaries of the Initial Term.
1.11 ‘Renewed Term’ applies where the Contract for Services is renewed following expiry of the Initial Term and is subject to the same terms as the Initial Term for the purposes of this agreement.
1.12 ‘Least Cost Routing Software’ means software installed on a telephone system which automatically enables the routing of calls via different telephone operators.
1.13 Service Commencement Date the date on which the service is tested and ready for use or, if earlier, the date on which the Client first uses the Service/s.
1.14 ‘Service/s’ mean routing any or all of the Client’s voice and data telecommunications, as detailed on the Application Form, over the Network under the terms of the Contract.
1.15 ‘Services Literature’ means IAL literature specific to the Services and other associated services which may be updated from time to time.
1.16 ‘User’ means the Client of any individual or company permitted by the Client to use the Services.

2. THE SERVICES

2.1 The Client shall complete, sign and return to IAL an Application Form prior to IAL agreeing to provide the services.
a) Where the Client has Least Cost Routing Software available for use at its premises, IAL may, at its sole discretion, reprogram it or make a contribution to the cost of reprogramming in order to provide the Services.
b) Where the Client does not have Least Cost Routing Software available for use at its premises, IAL may, at its sole discretion, supply IAL Access Equipment in order to provide the Services.
c) IAL shall use all the reasonable care and skill of a competent telecommunications provider to provide the Client with the Services.
d) IAL reserves all rights to improve, update or upgrade the Services, including the systems and any third party carriers or alter the provision of the Services without notice.
2.2 The Client undertakes to IAL that:
a) the Services and the Network will only be used in accordance with the Contract;
b) only the Client and Users shall use the Services and the Network and no other person shall be permitted to use the same;
c) upon the termination of the Contract, no attempt shall be made to make calls via the Services or otherwise to use the Network;
d) The Services literature and any other instructions regarding the use of the Services and the Network as may be notified to the Client by IAL from time to time shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract.
2.3 The Client agrees that at all times during the term of Contract it shall:
a) Provide reasonable access to all appropriate sites for any Authorised Persons during the Client’s normal working hours and allow the removal, installation and maintenance of IAL Access Equipment.
b) keep its telecommunications equipment, secure and in good working order and ensure that it complies with all applicable standards and approvals so as to enable IAL to provide the Services;
c) ensure that any telecommunications or routing equipment is kept secure and that access, passwords, pin numbers, I/P addresses and software are managed so as to prevent unauthorised and fraudulent access to the Services.
c) only use and connect those telephones, ducting, cables, sockets and other equipment to the Network that have been approved and comply with all the relevant legislation relating to the use of such equipment;
d) provide all reasonable assistance required by IAL to enable it to provide the services;
e) inform IAL by 60 days prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered.
f) provide a safe working environment for Authorised Persons working on the Client’s premises;
g) Indemnify IAL fully against all losses, liabilities, costs (including legal costs) and expenses which IAL may incur as a result of any breach of the Clients obligations under the Contract or misuse of the Services or the network.
h) Pay IAL (at its then current rates) for all call out visits required from IAL (or it’s contractors) where IAL determines that (i) the problems with the Services or the IAL Billing network is not the fault of IAL or the IAL access equipment or (ii) the IAL access equipment is found to have been damaged.
2.4 The Client undertakes to IAL to ensure that the services and the IAL Billing Network are not used:-
a) For the transmission of any material which intended to be a hoax call to emergency services, or is a defamatory, offensive, abusive, obscene or menacing in character;
b) Fraudulently or in connection with a criminal offence, or
c) Otherwise in a manner which constitutes a violation or infringement of the rights of any other party; or
d) Otherwise than for the purpose of a telecommunications system.
2.5 Subject to any licence or statutory provisions relating to number portability, where we allocate numbers to Clients, Clients will not acquire any rights whatsoever in such telephone numbers and shall not make any attempt to apply for registration of the same or apply for trademark.

3. IAL’s RIGHTS

3.1 IAL shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Client’s equipment as a result.
3.2 IAL may suspend the services to the Client at its sole discretion, including but not limited to the following:
a) In the interests of the quality of the services or the IAL Network
b) If any credit limit agreed between IAL and the Client from time to time is exceeded,
c) If any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract).
d) In order to comply with an order, instruction or request of any Government, emergency service, organisation or competent authority, or
e) If fraud or attempted fraud is suspected by IAL (in its reasonable opinion) in connection with the use of the services or the IAL Network.
f) If in IAL’s reasonable opinion it suspects the Client is offering to re-sell the services to any third party without receiving written authorisation from IAL to so.
3.3 IAL may collect and store data and information about the Client and its use of the services and provide this information to Companies affiliated with IAL including without limitation any Associated company and third parties.
3.4 Where equipment or hardware is supplied on a sale basis, title to all equipment remains with IAL until the associated invoices are paid in full. Where equipment is rented, title remain with IAL at all times.

4. CHARGES AND PAYMENTS FOR THE SERVICES

4.1 IAL may, at its sole discretion, make use of third party billing and services organisations for invoicing and collection of payments for the Services. All sums due to IAL under the Contract shall become due on the date of the relevant invoice and are payable within 14 days (including weekends and Bank Holidays) of the date of the relevant invoice.
4.2 If the Client fails to make any payment within the 14 day period following the date of the relevant invoice, without prejudice to its other rights hereunder, IAL shall have the right to require the Client to pay all sums due on demand.
4.3 Time of payment of all sums due to IAL under the Contract shall be of the essence.
4.4 IAL reserves the right to amend its charges for the Services from time to time and may adjust the pricing of any Service in line with the Consumer Price Index (CPI) rate of inflation plus a maximum of 3.9%. Where such adjustment is applied, it is based on the CPI rate published in January of each year and becomes effective no sooner than the 31^st March of the same year. No adjustment is applied to any Service during the first 12 months of an Initial Term and adjustments are limited to one in any 12 month period.
4.5 IAL shall use reasonable endeavours to bring to the attention of the Client any variation in prices prior to their implementation.
4.6 Without prejudice to IAL’s rights to treat the non payment as a material breach of Contract, IAL reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at a rate equal to 5% per annum +above the Royal Bank of Scotland plc base lending
rate as current from time to time, whether before or after judgement. Interest shall continue to accrue notwithstanding termination of the Contract or any calls whatsoever is deemed to accrue on a day to day basis from and including the date for payment under condition 4.1.
4.7 IAL reserves the right to charge for administrative costs incurred in pursuing late payment.
4.8 All sums due to IAL under the Contract are subject to Value Added Tax (‘VAT’), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.9 The Client shall be liable for all charges arising from use of the Services by any person utilising the Client’s registered Services, telephone numbers and/or access codes, and /or IP addresses (with or without the Client’s authorisation) until such time as the Client has notified IAL of any unauthorised use of the Services and IAL is able to terminate or suspend use of the Services.
4.10 Details of the Contract and the conduct of the Billing Account may be registered with a licence credit reference agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.11 Unless otherwise agreed, IAL will collect payments using the Direct Debit facility, such facility to be put in place within 3 months of commencement date of the Services. Where Clients choose not to make payments using the Direct Debit facility, IAL reserves the right to levy a monthly administration charge (not exceeding £7.50) which shall to be added to the monthly invoice.
4.12 Unless otherwise indicated on the Application form, IAL (or its authorised billing partner/s) shall raise invoices once per month in respect of each Service provided, usage charges are billed one month in arrears and rental charges are billed monthly or quarterly in advance.
4.13 Unless otherwise indicated on the Application Form, IAL reserve the right to levy a charge for each exchange line or channel supplied in the event that the Client does not route their outbound telephone calls over these lines. Such charge shall not exceed £6.00 per line/channel per month.
4.14 Unmetered, unlimited usage or bundled services may be subject to a “Fair Use” policy.

5. IAL ACCESS EQUIPMENT

5.1 The Client shall provide without charge or cost to IAL appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the IAL access equipment at its premises and enable IAL to provide the Services.
5.2 The title to any IAL access equipment shall remain with IAL and whilst the IAL access equipment is on the Client’s premises, the Client shall ensure that it is kept safe and secure and is not interfered with or damaged by any person. IAL reserves the right to charge a fee for repair or replacement of any access equipment damaged whilst on the Client’s premises.
5.3 Upon termination of the Contract, the Client will ensure that IAL is allowed prompt access to all relevant premises to remove the IAL access equipment.

6. TERMINATION

6.1 The Contract may be terminated by either IAL or the Client at any time by providing 90 days notice (or other notice as specified in the service Application) in writing to the other (including weekends and bank holidays).
6.2 IAL (without prejudice to its other rights) may terminate the Contract forthwith in the event that:
a) The Client fails to make any payment when it becomes due to IAL or shall default in due performance or observance of any obligation under the Contract or any other Contract with IAL or an Associated company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by IAL in its written notice so to do: or
b) An interim order is made, or a voluntary agreement approved, or a petition for a bankruptcy order is presented or a bankruptcy is made against the Client or if any circumstance arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
6.3 Save as set out in this Condition 6, the rights, liabilities and obligations of the Client and IAL shall cease on termination of the Contract save in the respect of any accrued rights or liabilities and the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into force or continue in force on or after such termination including without limitation Conditions 2.2, 5.3 and 7 of the Contract.
6.4 If the Contract is terminated by either party hereto, the Client shall;
a) Pay to IAL all arrears of charges payable to IAL under the Contract up to the date of termination;
b) Return to IAL all equipment owned or provided by IAL and/or allow IAL access forthwith to its Client’s premises for the removal of any IAL access equipment.
c) If the Client terminates, following acceptance of the Service Application but before the expiry of the Initial Term or Renewed Term, (or anniversary of the Initial Term where a Renewable Term applies) or without providing 90 days’ notice of termination prior to expiry of the Initial Term (or anniversary of the Initial Term) an early termination charge shall be payable by the Client.
Unless otherwise stated in the Service Application, this charge shall be equivalent to 90 days charges in respect of usage based charges. For line rentals, other rentals, managed & hosted services, managed VOIP services (and other services with recurring charges), the early termination charge shall be equal to the outstanding charges payable until the expiry of the Initial Term (or anniversary of the Initial Term where a Renewable Term applies). Any outstanding, discounted installation, project or configuration charges become payable in full (at their undiscounted rate) on termination prior to the expiry of the Initial Term.
d) IAL reserves the right to impose such early termination charges in the event that the Client spend levels fail to reach any Minimum Annual Commitment threshold that has been agreed (and specified in the Service Application) as at the anniversary of the Service Commencement Date.

7. LIMITATION OF LIABILITY

7.1 The following provisions set out IAL’s entire liability (including any liability for the acts and omissions of its employees, agents, officers, Associated companies or sub-Contractors) to the Client in respect of:
i) any breach of its Contractual obligations arising under this Contract; and
ii) any representation, statement, act or omission, given made or carried out under or in connection with this Contract whether such liabilities arises in Contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise whosesoever.
7.2 Any act or omission on the part of IAL or its employees, agents, officers, Associated companies or sub-Contractors failing within condition 7.1 above, shall for the purpose of this condition 7 be known as an “event of default”.
7.3 IAL’s liability to the Client for death or injury resulting from its own or that of its employees, agents, officers, Associated companies or sub-Contractors negligence shall not be limited.
7.4 The Client shall indemnify IAL against any liability IAL may incur to its employees, officers or sub- Contracts or any employee, officer, or sub-Contractors of any Associated company for death, personal injury, damage to property or consequential loss arising out of work carried out at the Clients premises or site from time to time unless caused by IAL’s negligence as set out in Condition 7.3 above.
7.5 Subject to the limits set out in condition 7.6 below IAL shall accept liability to the Client in respect of damage to the tangible property of the Client resulting from the negligence of IAL or its employees, officers, agents or sub-Contractors.
7.6 Subject to the provision of condition 7.3 above IAL’s entire liability in respect of an Event of Default or series of Events or Defaults shall be limited to damages of an amount equal to 1 (one) months charges for the Service to a maximum of £5,000.
7.7 Subject to condition 7.3 above, IAL shall not be liable to the Client in respect of any Event of Default in relation to but not limited to:-
i) any consequential or indirect loss or damage howsoever arising and of whatsoever nature: or
(ii) any loss of anticipated savings: or
(iii) any loss of goodwill: or
(iv) any loss of profits, revenue or business: or
(v) any loss whatsoever arising in connection with the interruption of the Services. For the avoidance of doubt, computer and telecommunications systems and Services are not uninterrupted or fault free and IAL do not make any representation or warranty in relation to such systems and Services.
(vi) any loss of use of any equipment or process: or
(vii) any loss arising from a claim made against the Client by a third party even is such loss was reasonably foreseeable or IAL had been advised of the possibility of the Client incurring the same.
(viii) any loss arising from unauthorised use of, or access to, the Service or the Customers telecommunications equipment.
7.8 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Contract.
7.9 Except in the case of an Event of Default arising under condition 7.3 above IAL shall have liability to the Client in respect of any Event of Default unless the Client shall have served notice of the same upon IAL within 6 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
7.10 IAL shall not be responsible for complying with statutory regulations or local by-laws, or the fulfilment of any special regulations affecting the Client.
7.11 IAL shall not be liable for faults in the Clients telecommunications equipment which result in IAL being unable to provide the Services.
7.12 IAL shall not be liable for any damages whatsoever to property at the Clients’ premises resulting from; (i) the installation, repair or removal of IAL Access Equipment or Associated wiring carried out
by IAL or by IAL’s Contractors or, (ii) any re-programming of the Client’s existing Least Cost Routing Software unless such damage is caused by IAL or its Contractors wilful misconduct or negligence subject to condition 8.2.
7.13 Dates and times for provision of the Services shall be estimates only and no liability shall accrue to IAL for failure to meet any such dates or times.
7.14 IAL will not be held responsible for any loss due to programming errors or omissions made by Authorised Persons.
7.15 In the event of any failure in the Services IAL shall not be liable to the Client for any charges incurred by the Client should it direct its telecommunications traffic to another carrier.
7.16 IAL reserves the right without liability not to provide the Services due to any technical limitations in the Client’s telephone system, telephone exchange or IAL Access Equipment.
7.17 IAL shall not be liable for any unauthorised access of the Client’s telecommunications equipment which results in IAL being unable to provide the Service or any disruption, loss (financial or otherwise) to the Client.
7.18 Maintenance or Support Agreements covering the Client’s on site Customer Premises Equipment shall exclude replacement or repair of handsets, end points, cabling and peripheral equipment. Replacement parts are limited to a retail value not exceeding 200% of the annual maintenance charge in any 12 month Maintenance Agreement period. Where age of the Customer Premises Equipment exceeds sixty (60) months, replacement parts are limited to a retail value not exceeding 100% of the annual maintenance charge in any 12 month Maintenance Agreement period.
7.19 The obligations set out in this condition 7 as to the limitations of liability shall remain in full force and effect notwithstanding any termination of the Contract for any reason whatsoever.

8. DEPOSIT

8.1 IAL may at any time before or after the provision of the Services require payment by the Client in a manner specified by IAL of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Client and IAL shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to IAL. Where hardware or equipment is supplied on a sale basis, 25% of the total price is payable as a deposit at the time of order or order acceptance.
8.2 Any deposit held by IAL will not accrue interest whatsoever although any deposit (or part thereof) which is held by IAL for over one year and which is subsequently repaid to the Client may, at IAL’s discretion, attract interest at an amount determined by IAL.

9. ASSIGNMENT

9.1 The Client shall not assign, transfer, sub-Contract, delegate or otherwise deal with all or any of its rights under the Contract without IAL’s Prior written consent.
9.2 IAL shall have the right to assign or otherwise transfer, sub-Contract, delegate all or any of its rights and obligations hereunder to an Associated Company or other person or company.

10. FORCE MAJEURE

Neither IAL or the Client 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 without limitation any act of God, inclement weather, failure or shortage of power supply, flood, drought, lightning or fire strike, lock-out, trade dispute or labour disturbance, the act or omission of Government, highway authorities, public telecommunication operators or other competent authority, war, military operations, or riot, difficulty, delay or failure in manufacture production or supply by third parties of the Services or any part thereof.

11. NO WAIVER

Failure by either IAL or the Client to exercise or enforce any right conferred by this 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.

12. ENTIRE AGREEMENT

The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party whether oral or written.

13. SERVICE OF NOTICE

13.1 Any notice or invoice or other document which may be given under this Contract shall be in writing and shall be deemed to have been duly given if left or sent by post (whether by letter, or, where the parties agree, by magnetic tape or any other form), telex or facsimile transmissions (subject to the sender’s machine producing confirmation that all pages have been sent) or where the parties expressly agree by electronic mail to the registered office of the party to be served or any other address notified by the party to be served to the other party in writing as an address to which notices, invoices and other documents may be sent.
13.2 Any notice sent by first class post shall be deemed to have received two business days after posting. Any notice sent by telex, fax or electronic mail shall be deemed to have received on the day of its receipt by the addressee.

14. GOVERNING LAW

The Contract shall be governed, construed and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.