1. Definitions In this agreement:
“Act” means the Telecommunications Act 2003 and any amendments to the Act from time to time or any subsequent substitution thereof.
”Airtime Service Provider” means a third party supplying airtime services to the Customer.
“Uni-tel” means Uni-tel also trading as Uni-tel Business Communications Ltd whose registered office is at 197-201 Manchester Road, West Timperley, Altrincham, WA14 5NU (registered number 07564910).
“Direct Debit” means any request(s) for any payment or series of payments by bank direct debit payment method.
“Customer” means the customer detailed overleaf.
“Equipment” means any equipment or product (including for the avoidance of doubt mobile telephones) supplied by Uni-tel or any third party on behalf of Uni-tel to the Customer.
“Minimum Term” means the period of 12 months from the Commencement Date or such other period as is prescribed for the relevant service or as is otherwise detailed overleaf.
"Mobile Services” means the provision of services in relation to mobile telephony.
“Services” means the provision of telecom services and/or Equipment and/or Mobile Services and/or fraud monitor and services provided by us relating to the Internet and any related service provided by Uni-tel to the Customer under this agreement.
2. The Services and Equipment
2.1 Save as provided in these terms and conditions Uni-tel shall provide the Customer with such Services and Equipment as are requested by the Customer and any use of the Services or payment for the Services is deemed acceptance of these terms and conditions. In respect of fraud monitor and other services the additional terms and conditions set out on our website shall be deemed to be incorporated herein. Uni-tel shall only become liable to supply Services to the Customer once satisfactory responses to credit checks and criminal bureau checks have been received by Uni-tel and (where appropriate) any airtime service provider. Uni-tel will monitor and record information relating to a customer’s trade performance and such records will be made available to credit reference agencies, who may share that information with other businesses in assessing applications for credit and fraud prevention.
2.2 The Customer shall be responsible for the safe keeping and safe and proper use of the Services and any related Equipment after installation of the Services and the Customer undertakes in particular:
2.2.1 Not to cause any attachments other than those approved for connection under the Act to be connected to any Equipment.
2.2.2 Not to contravene the Act or any other relevant regulations or licences.
2.3 The Customer hereby agrees that its apparatus shall at all times conform to the standard or standards (if any) for the time being designated under the Act and Uni-tel shall not be under any obligation to connect or keep connected any Customer apparatus if it does not comply or if in the reasonable opinion of Uni-tel it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by Uni-tel.
2.4 The Customer undertakes to use the Services in accordance with the Act and Uni-tel’s acceptable use policy and fair usage policy (as published from time to time at
www.uni-tel.co.uk) and the Customer further undertakes not to use the Services and to procure that none of its employees use the Services:
2.4.1 As a means of communication for a purpose other than that for which the Services are provided, and
2.4.2 For the transmission or receipt of any material which is defamatory offensive or of an abusive or menacing character or otherwise is in breach of Uni-tel’s acceptable use policy.
2.5 Any Equipment supplied by Uni-tel further to a rental agreement remains the property of Uni-tel and must be made available for collection on the expiry or termination of this agreement.
2.5.1 Any Hardware supplied by Uni-tel in conjunction with Hosted PBX Licence rental, will remain the property of Uni-Tel unless purchased prior to the service start date or by mutual agreement between Uni-Tel and the customer whereby the customer will have the option to purchase the equipment at the end of the agreed contract term. If no agreement is agreed then any hardware must be made available for collection on the expiry or termination of this agreement or termination of the Hosted PBX Licence rental.
2.6 The Customer will not procure or be party to an agreement or arrangement to provide or receive telecommunications material, Services or services similar to the Services by way of telecommunication provision via the Equipment without the permission of Uni-tel in writing and the prior payment in full for the Equipment. For the avoidance of doubt the use and/or provision of services using the Equipment and/or Services which may be deemed by the airtime services provider as a gateway is a material breach of this agreement.
2.7 The Customer shall not publicise any number in any way or commit to any advertising or publicity until such time as it has received from Uni-tel in writing confirmation that the number is live and tested. Uni-tel will use reasonable endeavors to provide you with the Services by the dates agreed with you and to continue to provide the services until this agreement is terminated. Uni-tel will not be liable for any loss or damage should the Service not commence or restart on the agreed date. Where Uni-tel is supplying network services as part of the Services the Customer must provide to Uni-tel details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. Uni-tel will provide network Services through such party as it deems appropriate.
2.8 The Customer shall give Uni-tel at least 30 days written notice in the event that above average use of the Services is likely to occur. Uni-tel shall not be liable for failure/withdrawal of any part of the Services should such notice not be given.
2.9 Uni-tel’s acceptable use policy and fair usage policy form part of this agreement and includes any restrictions imposed on Uni-tel by the provider to it of the Services and/or Equipment and is designed to protect the level and quality of the services that Uni-tel offers to all of its customers and permits Uni-tel to regulate the Customer’s use of the Services.
2.10 The Customer hereby specifically authorises Uni-tel to send/resend CPS during the continuance of this agreement, and hereby waives Uni-tel’s obligation to notify it of the same being done. If the Customer wishes to receive such notification, then it must so inform Uni-tel in writing.
2.11 Where Uni-tel provides software to the Customer as part of the Services and/or Equipment Uni-tel hereby licences the software to the Customer solely for the use of the same by the Customer in connection with the Services and/or Equipment. This licence automatically terminates on termination of this agreement. Uni-tel does not warrant that the software will be error-free and the Customer hereby agrees to make proper back-ups of all data.
If Uni-tel incur provisioning, engineering or other fees associated with meeting the customer’s requirements and/or subsequently the line does not become operational for any reason then Uni-tel have the right to charge the customer fees of up to £75 per line.
3.1 This agreement shall commence on the date hereof and subject to the remaining terms of this Clause 3 shall continue for the Minimum Term and thereafter for further periods each equivalent to the Minimum Term until terminated by either party giving to the other not less than 90 days prior written notice but not greater than 120 days prior written notice expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate, such notice to be sent by recorded delivery mail effective on the date the notice is received by Uni-tel.
3.2 Either party shall be entitled forthwith to terminate this agreement by giving written notice to the other if:
3.2.1 the other commits a continuing or material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
3.2.2 an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or
3.2.3 The other party ceases, or threatens to cease, to carry on business.
3.3 Uni-tel may terminate this agreement immediately if:
3.3.1 any licence or agreement under which Uni-tel or the Customer has the right to run its telecommunications system and in the case of the Customer connect it to the Uni-tel system is revoked, amended or otherwise ceases to be valid; or
3.3.2 The Customer is suspected, in the reasonable opinion of Uni-tel, of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or
3.3.3 Uni-tel reasonably suspects that the Customer is unable to pay or is refusing to pay Uni-tel charges and/or budget plan payments.
3.4 For the purpose of clause 3.2, a breach shall be considered capable of remedy of the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
3.5 A waiver by either party of a breach of a provision of this agreement shall not be considered as a waiver of a subsequent breach of the same or another provision.
3.6 If the Customer gives less than the specified amount of written notice to terminate this agreement (as per Clause 3.1) or ceases to use the Services or a part thereof (including reduced usage) or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any subsequent period equivalent to the Minimum Term or fails to achieve any minimum call spend as set out overleaf, Uni-tel reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice given for the balance of the Minimum Term based upon an average of 6 calendar months bills of the Customer in which periods the Customer has made full use of the Services (or such lesser period as is available). Upon termination Uni-tel shall be entitled to raise invoices for all sums due and all invoices (whenever raised) shall become due for payment immediately.
3.7 In the event of termination by either party for any reason:
3.7.1 Uni-tel shall be entitled to recover from the Customer the Equipment or cost thereof as appropriate, including where appropriate, but not limited to the cost of installing or removing the Equipment, all liabilities, claims, costs , losses and expenses incurred by Uni-tel including the initial CPS and engineering costs and of providing the Services and all losses suffered by Uni-tel by way of third party claw-back where such claw-back is due to the breach by the Customer of this agreement or the third party agreement;
3.7.2 And until such time as the Customer has transferred to a new provider, Uni-tel shall be entitled to amend its charges to the standard published usage charges.
3.8 The rights to terminate this agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Continued use of the Services post termination will result in Uni-tel levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.
4. Access to premises
4.1 To enable Uni-tel to comply with its obligations under the Agreement:
4.1.1 The Customer shall allow or procure permission for Uni-tel and any other person(s) authorised by Uni-tel to have reasonable access to the Customer’s premises and the Services’ connection points or, where network connection services form part of the Services, such location on the Customer’s premises and/or any neighbouring premises as Uni-tel reasonably requires and shall at all times provide such reasonable assistance as Uni-tel requests.
4.1.2 Uni-tel will endeavour to carry out work by appointment and during normal working hours, but may request the Customer to provide access at other times. If at the request of the Customer Uni-tel carries out work outside its normal working hours the Customer will be responsible for Uni-tel’s reasonable additional charges.
4.1.3 The Customer shall carry out such site preparations as Uni-tel may reasonably require.
4.2 If the Customer requests maintenance or repair work which is found to be unnecessary or results from an act or omission of the Customer, Uni-tel will charge for the work and the costs incurred.
4.3 The Customer hereby duly authorises Uni-tel, its dealers and agents to reprogram and or remove existing access equipment in order to provide the Services. In the event that the work is undertaken by the Customer’s existing telephone system maintainer and not Uni-tel, Uni-tel will pay a maximum contribution of £75 plus vat towards any charges raised by the Customer’s existing telephone system maintainer. The Customer will pay all other cost
5. Charges and Payment
5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of Uni-tel and unless otherwise specified in writing by Uni-tel the Customer agrees to pay Uni-tel’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of Uni-tel within thirty days of the start of the provision of the Services and in accordance with the applicable tariffs. Where network connection and/or line rental services form part of the Services the charges shall be paid in advance.
5.2 Usage charges will be such charges for the use of the Services by the Customer as Uni-tel may notify to the Customer from time to time by e-mail or by post. Details of the Customer’s current charges can be obtained by emailing Uni-tel at email@example.com with full account details. There will be a minimum monthly usage charge and low usage charge for each Service as set out in Uni-tel’s price list from time to time. Usage charges payable shall be calculated by reference to any data recorded or logged by Uni-tel or its service carrier and not by reference to any data recorded or logged by the Customer. Uni-tel shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to Uni-tel in a timely manner, and any estimated usage charge shall be reconciled on a subsequent invoice.
5.2.1 Unless otherwise stated all other amounts due from the Customer to Uni-tel shall be paid within 7 days of the date of Uni-tel’s invoice.
5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Uni-tel (such failure to pay being a material breach of this agreement), Uni-tel may charge the Customer an administration fee of £15 and interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above the bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Uni-tel.
5.5 The Customer agrees to pay Uni-tel in full without any set-off all sums due to Uni-tel under this Agreement.
5.6 Uni-tel shall be entitled to require the Customer to pay a deposit in respect of future usage charges and the Customer shall pay the amount so required within 7 days of a request for the same.
5.7 The Customer authorises Uni-tel to vary the amount, frequency and time of any Direct Debit to such level as Uni-tel deem reasonably appropriate (a) to take account of either an increase or decrease in usage of the Services by the Customer (b) to reduce such indebtedness of the Customer to Uni-tel and/or (c) to such other operational matter affecting the Services as Uni-tel shall in its discretion deem reasonable.
5.8 If any payment is cancelled or returned unpaid by the Customer’s bank or if the Customer fails to discharge any invoice within 7 days of its date, then without prejudice to any right or remedies under this Agreement, Uni-tel shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay Uni-tel an administration fee of £25.00. For the avoidance of doubt the time of payment is of the essence of this Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing Uni-tel to terminate this Agreement immediately. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater.
5.9 Should the Customer have any dispute with regard to the usage charges or any other charges, the Customer shall give written notice to Uni-tel of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by Uni-tel and remains at Uni-tel's sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to Uni-tel, failing which the Customer shall be deemed to be in breach of contract and clause 3.3.3 shall apply together with clause 5.8 and clause 5.3 in respect of the entire balance. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.
5.10 The Customer remains liable for all charges whether the Customer or someone else used the services and whether the services were used with the Customer’s knowledge and consent or otherwise including and not limited to calls made by a rogue callers and calls made by any third party who has gained unauthorised access to the Customer’s system.
5.11 Uni-tel retain the right to vary the charges set out in the tariff at any time upon giving the Customer 7 days notice. Such notice to be given either on the monthly invoice or on www.uni-tel.co.uk and continued use of the Service is deemed acceptance of these changes.
5.12 Any calls that are routed by any means beyond the control of Uni-tel and for which you are invoiced by another provider will remain the responsibility of the customer.
6. Suspension of the Services
6.1 Uni-tel shall be entitled, for business, operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on Uni-tel by its licence or by any other competent authority (including any network provider), to withdraw or change any telephone number or code or group of numbers or codes allocated to the Customer whether on a temporary or permanent basis provided that Uni-tel gives the Customer the maximum period of notice in writing thereof practicable in the circumstances.
6.2 If the Customer is in breach of a material term of this agreement Uni-tel may at its sole discretion and upon giving the Customer written notice elect to suspend without compensation the provision of Services for a period not exceeding 14 days. If the breach is capable of remedy and is remedied by the Customer within the 14-day period then Uni-tel shall recommence the provision of Services. If the breach is not capable of remedy or if so capable is not remedied within the period of 14 days, then Uni-tel shall have the option of either terminating this Agreement under the provision of clause 6.1 or of continuing the Services.
6.3 If the Customer’s call charges exceed the estimated call spend or the credit limit given to the Customer by Uni-tel, whichever is the lower, then Uni-tel reserves the right to request immediate payment of the excess amount and to demand in accordance with clause 5.6 a deposit be paid in such amount as Uni-tel shall deem to be reasonable. If payment is not made forthwith by the Customer, Uni-tel shall be entitled to suspend all or any of the Services until payment of the excess amount is made in full.
6.4 Notwithstanding and without prejudice to any of its rights under this Agreement, Uni-tel reserves the right to withdraw the Services or any part thereof at any time if the monthly charges to the Customer are not, in the opinion of Uni-tel, sufficient to make provision of the Services viable for Uni-tel.
7.1 Nothing in this agreement shall exclude or restrict the liability of either party for death or personal injury resulting from its negligence.
7.2 If the Services fails to operate or the Customer diverts traffic to another carrier, Uni-tel will not be responsible for that carrier’s charges.
7.3 Neither party shall be responsible to the other in contract, tort or otherwise for any loss of business, loss of data, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever save that this exclusion shall not apply to the fraudulent activities of either party nor to any claw-back or other loss suffered by Uni-tel pursuant to the determination by an airtime services provider that the Customer has used and/or provided services using the Equipment and/or Services which it deems a gateway.
7.4 Each party’s liability in tort, contract or otherwise arising out of or in connection with the performance of either party’s obligations under this Agreement shall be limited to £1,000,000 for any one incident or series of incidents and £2,000,000 in aggregate.
7.5 Neither party shall be liable to the other for any damage or loss which may be incurred by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God failure or shortage of power supplies, trade dispute, any act or omission of Government, highways, regulatory bodies, other public telecommunication operators or other competent authority, or supply of services by third parties.
8. Mobile Services
8.1 In respect of Mobile Services and unless Uni-tel advise otherwise the Customer shall enter into an agreement direct with the Airtime Services Provider and is responsible for all aspects (including the management) of that airtime service agreement. Uni-tel shall assist the Customer wherever possible in the management of the airtime service agreement.
8.2 If Uni-tel agrees to reimburse to the Customer charges for specified mobile numbers in respect of the Customer’s transferring Airtime Service Provider in respect of such mobile numbers reimbursement must unless otherwise agreed in writing (i) be claimed by the Customer not earlier than four months from the date of transfer and (ii) be only claimed in respect of such mobile numbers as remain live and have not had a notice of termination of contract served at the date of the claim.
8.3 Uni-tel will be paid commission (initially and on an ongoing basis) by the Airtime Service Provider for introducing the Customer and other customers to it. Such commission may be clawed back in certain circumstances due to the act or omission of the Customer, including if the airtime service agreement is terminated or in respect of gateway or unauthorised use by the Customer. The Customer shall indemnify Uni-tel against any such claw-back and immediately on demand pay to Uni-tel an amount equivalent to that clawed-back.
8.4 Where it is agreed that Uni-tel shall pay to the Customer a cash incentive inducement or subsidy for entering into an airtime services agreement, any such amounts must be invoiced by the Customer in three equal amounts such invoices to be dated and delivered at the end of months 6, 12 and 18 of the airtime services agreement. Payment shall only be due to the Customer where the airtime services agreement has not been terminated before the end of the minimum term of the airtime service agreement. The Customer shall produce to Uni-tel such evidence as Uni-tel may reasonably require as to the continuation in force of the airtime service agreement.
8.5 Any cash incentives or subsidies due under this clause 8 that have not been claimed by the Customer within 14 days from the end of the minimum term of the airtime service agreement become null and void.
8.6 Any Equipment supplied in connection with Mobile Services shall be supplied subject to these terms and conditions. Uni-tel shall endeavour to supply the Equipment as soon as practicable and reserves the right to alter specifications or designs at any time to meet such delivery target.
8.7 All such Equipment will be supplied with the manufacturer’s guarantee, unless otherwise agreed in writing. The Customer hereby acknowledges that the manufacturer’s guarantee is only valid if the Customer complies with the terms and conditions of manufacturer’s guarantee.
8.8 The Customer shall be liable for the full costs of any repairs carried out to the Equipment which are not covered by the manufacturer’s guarantee.
9.1 Uni-tel reserves the right to change the provider of the Services to it at any time; further Uni-tel reserves the right to change these terms and conditions at its sole discretion by giving the Customer not less than 14 days notice (usually on the front page of the monthly bill and/or on its website at www.uni-tel.co.uk, and continued use of the Services thereafter will be deemed acceptance of such changes.
9.2 A notice required or permitted to be given by either party to the other under this agreement shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and, save in respect of a notice pursuant to clause 3.1, shall be deemed served on the second after the same has been posted.
9.3 If any provision of this agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected
9.4 The Customer shall not assign sub-license, delegate or otherwise deal with all or any of its rights and obligations under this agreement without any of its rights and obligations under this agreement without Uni-tel’s prior written consent, such consent not to be unreasonably withheld. Nothing in this agreement shall be deemed to grant to the Customer a licence to use any software or other intellectual property right (which shall include the Uni-tel trade marks) other than strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Customer shall not be entitled to sub-license any such software or other intellectual property right.
9.5 These terms and conditions together with any terms set out in the order constitute the entire agreement between the parties, supersede any previous agreement or understanding and, subject to clause 9.1 and 5.2, may not be varied except in writing and signed by Uni-tel or varied orally and then confirmed in writing by Uni-tel. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. In entering into this agreement the Customer acknowledges that it does not rely on any representations which are not confirmed in the terms of this agreement, but nothing in this agreement affects the liability of either party for fraudulent misrepresentation.
9.6 The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement
9.7 The laws of England shall govern this agreement, and the Customer agrees to submit to the exclusive jurisdiction of the English Court.