Terms and Conditions

Talk Plus Terms and Conditions for the provision of equipment and/ or services 2010 - 2017

Contents

Definitions

Service

Charges & payment

Obligations

Faults

Suspension of Service

Liability

Termination & Notice

General

 

Definitions

 

1.1 “BT” means British Telecommunications plc.

1.2 “Customer” means the person, sole trader, partnership, legal entity, professional,

company, or association, who has agreed to enter into this Agreement with Talk Plus, a trading name of Coverga Ltd. A company registered in England and Wales with company registration number 06860841 who’s registered office is Horley Green House, Horley Green Road, Halifax, West Yorkshire. HX3 6 AS. And trades at Headrow House, Old Leeds Road, Huddersfield, West Yorkshire. HD1 1SG.

1.3 “Customer Equipment” means any equipment, the property of the Customer or rented by the Customer from a third party, connected to the public telephone network and used by the Customer in order to use the Service.

1.4 “Initial Fixed Supply Period” means the minimum period during which Service is

provided as agreed between the Customer and Talk Plus, which shall commence on the day that Service is first provided.

1.5 “Network” means a telephone network of infrastructure, partnered and billed by Talk Plus over which Service is provided pursuant to this agreement.

1.6 “Number” means the telephone line(s) and/or CLI(s) over which Service is provided to the customer.

1.7 “Rate Schedule” means the schedule of charges applicable from time to time in respect of the usage charges.

1.8 “Service” means line rental, direct or indirect access telecommunication service and/or any other services provided by Talk Plus.

1.9 “Subsequent Supply Period” means any period during which service is provided,

subsequent to the Initial Fixed Supply Period, as agreed between the customer and

Talk Plus.

1.10 “Supply Period” means either the Initial Fixed Supply Period or the Subsequent Supply Period, during which Service is provided.

1.11 “Talk Plus” means a trading name of Converga Ltd.

1.12 “Usage Charges” means the charges made by Talk Plus to the Customer for the

provision and use of the Service.

 

Service

 

2.1 Talk Plus will procure service to the customer subject to the terms of this agreement. Talk Plus, or its principals, may at any time without notice vary the Service for technical, operational or other reasons within its entire discretion.

2.2 Talk Plus will use reasonable endeavours to procure a continuous high quality Service in accordance with the terms and conditions set out herein.

 

Charges & Payment

 

3.1 Invoices are due for payment by Direct Debit 10 days after invoice date. If an invoice is not paid by Direct Debit 10 days after the invoice date, then the usage charges for service to which that invoice relates, together with all other usage charges for service to be invoiced for during the remainder of the supply Period shall be charged at a deemed rate at 15% increase on rate schedule, including but not limited to standard business call charges, minimum call charges, connection charges, line rental charges, and network features charges.

3.2 If invoices are not paid by monthly Direct Debit 10 days after the invoice date, any collection costs incurred by Talk Plus, including administration charges, will be charged to the customer.

3.3 Interest will be charged on unpaid invoices from the due date until payment at a rate of 1.5 per cent per month or part thereof.

3.4 Value Added Tax, or any other levy or tax, at the rate prevailing will be added on to all sums due to Talk Plus, which are quoted as exclusive of Value Added Tax, or any other levy or tax.

3.5 The customer shall not be entitled to delay or withhold payment or claim any set off against any payment due hereunder in respect of any claim or complaint, which the customer may have for any reason whatsoever. Any payments made by the customer to Talk Plus, including payments made for other services that the customer may receive from Talk Plus, may be applied by Talk Plus as it deems fit.

3.6 The customer agrees that Talk Plus may make credit status enquiries. Subject to credit status, Talk Plus may require a pre-payment or anon-interest bearing deposit.

3.7 In the event of any action taken by Talk Plus in relation to any charges due from the customer to Talk Plus whatsoever, the customer shall reimburse and indemnify Talk Plus, with and in respect of all expenses relative thereto, including all legal charges and professional fees on a full indemnity basis.

3.8 Usage charges shall be invoiced monthly in arrears or monthly in advance, depending on the nature of the usage charges (normally, calls will be invoiced monthly in arrears and fixed monthly charges, including line rental, will be invoiced monthly in advance). Usage charges may be required to be pre-paid by way of deposit. Usage Charges may relate to months prior to the previous month.

3.9 In the event that the customer fails to provide Talk Plus with at least 30 days notice of any change in personal details of the customer including change of address, in accordance with clause 4.1(g), then the customer shall pay all usage charges in respect of the Number until 30 days after notice of any such change has been given by the customer.

 

Obligations

 

4.1 The Customer undertakes:

(a) To use the Service in accordance with the reasonable instructions of Talk Plus or its

principals;

(b) Not to use the Service in any improper or unlawful manner or in any manner, which

may cause offence;

(c) To allow Talk Plus or its duly appointed agents access to the Customer’s premises for the purposes of installation, programming and maintenance, or for any other reason

whatsoever;

(d) To ensure that the Customer Equipment is in good working order.

(e) To use only approved customer equipment, all customer equipment must comply

with all relevant legislation relating to its use from time to time;

(f) To pay for all Service provided by Talk Plus within the time limits and in the manner set out herein and to be responsible for the usage of the service, whether the use of the

Service has been authorised by the customer or not (and the customer agrees that

Talk Plus is not obliged to monitor the level of telephone calls and/or report unusual

telephone call patterns);

(g) To inform Talk Plus, giving at least 30 days written notice, of any changes in personal details of the customer including change of address;

(h) Not to in any way whatsoever modify the programming of the customer equipment,

where the customer equipment has been programmed with access codes by Talk Plus;

(i) Not to in any way whatsoever, cause calls to be routed over any networks, other than

the network (save in respect of calls to the exempt numbers, notified to the Customer

from time to time);

(j) In the case of payment not being made by Direct Debit within 10 days of invoice date, to pay the increased charges in accordance with clause 3.3;

(k) At its own expense, to terminate any existing contracts (with alternative suppliers)

which provide the customer with services similar to the service;

(l) Not to enter into any contracts with alternative suppliers to provide the Customer with

services which are similar to the Service, other than in accordance with clause 8.1(a);

(m) To provide Talk Plus with explicit consent to allow telecommunication service providers, including BT, to disclose relevant information about the customer to Talk Plus;

(n) Not to claim any ownership rights over any number, nor to attempt to sell or agree to

transfer any number provided to it.

 

Faults

 

5.1 Talk Plus will use reasonable endeavours to report to its principals any fault on the

Network, which is reported to it by the customer. Talk Plus shall not be liable to the

customer for any losses incurred as a result of a fault on the Network, or as a result of any delays in repairing a fault on the network.

5.2 Talk Plus shall not be liable to the Customer for any losses incurred as a result of any interruption to the service.

5.3 If a fault is caused by the customer equipment, by breach of this Agreement by the

customer, or by the customer’s negligence, or if a fault occurs on the customer’s premises or land, then Talk Plus may recover all reasonable costs incurred from the Customer.

 

Suspension of Service

 

6.1 Talk Plus shall be entitled to suspend service in order to maintain or improve the

Network or if obliged to do so by virtue of any direction or request from any Government

Department, Emergency Service, Regulatory or Administrative Authority, or by its

principals, or for any other reason whatsoever.

6.2 Talk Plus will use reasonable endeavours to give the Customer notice of such suspension as reasonably practicable.

6.3 Talk Plus shall be entitled to suspend any part of or all of the Service without notice in the event that any payments are not made within 10 days of the invoice date, or are not made by Direct Debit. Such suspension will not affect the Customer’s obligation to pay for the service during the period of suspension or thereafter, and will not affect Talk Plus rights to charge a termination fee.

 

Liability

 

7.1 Talk Plus shall not be liable to pay any termination fees or other charges payable to the customer’s previous supplier(s) of telecommunication services.

7.2 Neither party shall be liable to the other for any consequential losses arising from or in connection with the Agreement.

7.3 Neither party’s liability in respect of death or personal injury caused by or arising from

that party’s negligence is affected by anything in this Agreement.

7.4 Unless warranties, representations, agreements, terms or conditions, either express or implied, including as to merchantability and fit for purpose, are expressly set out in

this Agreement, then such warranties etc. are expressly excluded.

7.5 In particular, no warranties, representations, agreements, terms or conditions, either

express or implied, are given by Talk Plus as to the quality of Service provided, which is

determined by matters within or outside the control of Talk Plus.

 

Termination & Notice

 

8.1 This Agreement will remain in force:

(a) for the Initial Fixed Supply Period, and will continue thereafter until terminated, by the customer giving to Talk Plus not less than 1 months written notice, to expire at the end of the Initial Fixed Supply Period or any Subsequent Supply Period, and the customer arranging for service to be transferred to another supplier of telecommunication services within 30 days following the end of that supply period, or,

(b) until the Customer has committed a material breach of this Agreement (including but

not limited to none payment of any invoices by Direct Debit within 10 days of the invoice

being raised, and none compliance with this Agreement due to ceasing to be responsible for the number, e.g. when closing, or moving the premises of, the business), or,

(c) until the customer has a Receiver, Administrative Receiver, Liquidator or Supervisor of a Voluntary Arrangement appointed over it, or over any part of its undertaking or assets or a resolution is passed for its Winding Up, or if an Administration Order is made, or if it enters into a voluntary arrangement with its creditors, or ceases or threatens to cease to carry on business, or,

(d) until in the event that changes in the Rate Schedule in any one calendar year increase the average Usage Charges by more than a cumulative total of 10 per cent over the increase in the Retail Price Index, and the Customer has given notice to terminate within 14 days of the date of the notice of variation.

8.2 Talk Plus may suspend service in circumstances where it could terminate this

Agreement or when the customer has failed to pay any amount due or it reasonably

believes that the customer will fail to pay any amount due or to become due and any such suspension will be without prejudice to the right to terminate.

8.3 In the event of the agreement being terminated pursuant to clauses 8.1(b) or 8.1 (c)

then the customer shall pay to Talk Plus a termination fee to be calculated in accordance with the agreement between the customer and Talk Plus, which the customer has agreed represents a fair and reasonable estimate of the losses, costs, and expenses, which Talk Plus would suffer in the event of the agreement being terminated pursuant to clauses 8.1 (b) or 8.1 (c). This would constitute claw back of full line rentals up to end contract date and average call charge overspend.

8.4 a Customer may give notice at any point within three months to end contract date. After this period the contract will renew for an additional period of 12 months.

 

General

 

9.1 The customer may not assign or transfer this agreement or any rights hereunder to

any third party, without the prior written consent of Talk Plus. Talk Plus may assign or

transfer this agreement or any rights hereunder.

9.2 Talk Plus shall not be liable for breach of its obligations under this agreement to the

extent that such breach is caused by flood, fire, accident, explosion, strike, war, embargo, Government restriction, Act of God, inability to secure materials, industrial dispute or any other cause beyond the parties’ reasonable control including in particular acts or omissions of other providers of telecommunication services.

9.3 The remaining parts of this agreement shall remain in full force in the event that any

part of this agreement shall be invalid, illegal or unenforceable, as if the unenforceable

part had been omitted from the original agreement.

9.4 All the terms of this agreement are set out herein. Neither party has relied upon any

representations, assurances or other agreements, whether verbal or otherwise, unless set out herein.

9.5 Talk Plus may change the terms and conditions of this agreement upon giving 14 days notice.

9.6 All changes made under clause 3.2 and/or clause 9.5 will be advised either in writing or on the Talk Plus website www.talkplusbusiness.com or any other website used by Talk Plus as its principal website or any other website notified to the customer to be used for this purpose.

9.7 No waiver by either party shall constitute any variation to this agreement.

9.8 Singular words shall be construed as including words of the plural and vice versa.

9.9 Any notices given by the customer under this agreement shall be made in writing and sent by registered post. Any notices given by Talk Plus under this agreement shall be published on its principal website, or sent by post, email or fax. The address for service shall be the address given overleaf for each party, unless changed; in which case, notice of change shall be given in accordance with the terms of this clause, subject to clause 4.1(g).

9.10 This Agreement shall be governed by and interpreted in accordance with the Laws of England.

9.11 Any unresolved dispute, which may arise under, out of or in connection or in relation to this agreement, shall be referred to the exclusive jurisdiction of the Halifax County Court.