Alliance Communications Ltd Terms & Conditions
1.1 The following words have the following meaning:
“ACL” means Alliance Communications Ltd (ACL) (registered in England and Wales with company number 05442824) whose registered office is at Unit 8 The Sanctury, 62 Macrae Road, Ham Green, Bristol BS20 0DD;
“ACL Materials” all materials, equipment, documents and other property of ACL;
“Calling Line Identifier” means the telephone number used by the Customer in accordance with the Contract;
“Conditions” means the terms and conditions set out in this document as amended from time to time;
“Contract” means the contract between ACL and the Customer for the sale and purchase of the Services in accordance with these Conditions, Direct Debit form and the Order Form;
“Customer” the person or firm or company who purchases the Services from ACL;
“Direct Debit” means a binding instruction from the Customer to their bankers to make regular monthly payments to ACL in accordance with the Conditions;
“Monthly Invoice Payments” means the charges payable by the Customer for the supply of the Services in accordance with the Contract;
“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order Form” means the Customer’s order for the Services, as set out in the ACLs purchase order form and this Contract;
“Service Commencement Date” means the date on which ACL commences the supply of the Services at the specified Site;
“Services” means such telecommunications services that are supplied to the Customer by ACL (or any part of them) set out in the Contract;
“Site” means the geographical location at which the Services are to be provided as specified in the Order Form; and
“Specification” means any specification for the Services, including any related plans and drawings, that is agreed in writing by the Customer and ACL.
1.2 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 A reference to writing or written excludes faxes, emails, SMS text messaging or any other form of social media.
1.5 Headings are inserted for ease of reference only and do not affect the interpretation of the Contract.
1.6 Unless the context otherwise requires, the singular includes the plural and vice versa.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion
2.2 The Order Form constitutes an offer by the Customer to purchase the Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order Form and any applicable Specification are complete and accurate.
2.3 The Order Form shall only be deemed to be accepted when ACL received a signed Order Form from the Customer, at which point the Contract shall come into existence.
2.4 A quotation for the Services given by ACL shall not constitute an offer. A quotation shall only be valid for a period of 20 (twenty) Business Days from its date of issue.
3. Provision of Services
3.1 Subject to earlier termination in clause 9 ACL shall provide the Services at each Site from the Service Commencement Date for an initial period of twenty-four (24) months following which the Contract shall automatically renew for a further period of twenty-four (24) months.
3.2 ACL shall use reasonable endeavours to provide the Services in a reliable manner and in accordance with good industry practice. The Customer must notify ACLin writing as soon as it becomes aware of any fault in the Services and ACL will use reasonable endeavours to correct any fault as soon as reasonably practicable.
3.3 The Customer will use the Services in accordance with any reasonable operating instructions ACL may provide from time to time.
3.4 The Customer will be responsible for ensuring that the Services are not used for the sending of any defamatory, offensive or abusive, or obscene or menacing material or in a manner which infringes the rights of any person (including rights of copyright or confidentiality) and if ACL incurs any liability to any person or expense in any way connected with any such use then the Customer will indemnify such amounts to ACL.
4. Changes to the Services
4.1 ACL may at any time change the Services:
(a) If it needs to do so to comply with any applicable safety or other statutory requirements; or
(b) Where the change does not materially detract from the quality or performance of the Services.
4.2 ACL will pay for any change to the Services made under this Clause.
5. Compliance with laws and obligations
5.1 The Customer must ensure that it complies at all times with all laws and obligations, applicable to the Customer. ACL will have no liability under the Contract for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations or does not obtain such consents or approvals.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the ACL.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on ACL obtaining a written licence from the relevant licensor on such terms as will entitle ACL to license such rights to the Customer.
6.3 All ACL Materials are the exclusive property of ACL.
7. Suspension of Services
7.1 ACL may, without terminating the Contract, immediately suspend part or all of the Services until further notice if:
(a) ACL would be permitted to terminate the Contract under Clause 9.1; or
(b) ACL is obliged to comply with an order, instruction or request of government, an emergency services organisation, or other competent administrative authority. ACL will give the Customer the maximum period of notice practicable in the circumstances if it needs to suspend the Services for this reason.
(c) For operational reasons, ACL considers in its sole discretion it necessary to do so.
7.2 If it is necessary for ACL to suspend the Services under Clauses 7.1(b) or (c), it will do so for as short a period as is practicable in the circumstances.
7.3 If ACL suspends the Services due to any event in Clause 7.1, this will not exclude its right to terminate the Contract later in respect of that or any other event, nor will it prevent ACL from claiming damages from the Customer.
7.4 For the avoidance of doubt, all fees and charges shall remain due and payable from the Customer to ACL during any period of suspension of the Services.
8. Charges and Payment
8.1 ACL will charge the Customer for the Services at the prices specified in the latest ACL price tariff or other relevant agreed tariff from time to time. ACL will invoice the Customer monthly in arrears for call charges and in advance for subscription, line rental and service charges and will collect payment by Direct Debit from the Customer’s account no sooner than ten (10) working days following the date of the invoice.
8.2 The Customer must pay the Monthly Invoice Payments by Direct Debit no sooner than ten (10) working days following the date of the invoice unless otherwise agreed in writing between ACL and Customer.
8.3 If ACL so agree to accept Monthly Invoice Payments by cheque, payment must be received no later than the agreed terms negotiated at the time of the customer accepting the Contract. Whatever the individual terms negotiated cheque payment must be received at the latest thirty (30) days from invoice date. If ACL agrees to accept payment by continuous credit or debit card, these will be collected from the customers account seven (7) working days from date of invoice. If ACL is unable to collect payment from the Customer using these methods ACL may require the Customer to pay all sums due under the Contract on immediate demand.
8.4 ACL reserve the right to charge a 10% surcharge on the value of the customers invoice if the customer elects to use a payment method other than direct debit payment. Where a Direct Debit is unpaid due to insufficient funds or cancellation, a £5 (five pound sterling) administration charge will be included on the Customer’s next monthly statement.
8.5 ACL understand and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if ACL are not paid according to the agreed terms in clause 8.3 whether before or after judgement and this right to charge interest is without prejudice to ACL’s right to treat non-payment of sums due by the Customer as a repudiatory breach of the Contract.
8.6 All sums due to ACL under the Contract are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
8.7 ACL may at any time change the charges specified in the relevant price tariff by:
(a) Decreasing the charges without notice; or
(b) Increasing the charges by giving the Customer (where practicable) thirty (30) days’ written notice.
8.8 ACL may, on seven days written notice to the Customer, stipulate a reasonable monetary limit that will apply to all charges due or which may become due to ACL from the Customer, whether or not they have been billed by ACL. If at any time the amount of charges payable to ACL (whether or not billed) exceeds the stipulated monetary limit, ACL will immediately notify the Customer and any amounts incurred in excess of the stipulated monetary limit will immediately become due and payable.
8.9 ACL reserves the right to reclaim any losses by charging the Customer if:
(a) The Contract, or any of the Calling Line Identifiers, or Services, are terminated prior to expiry of the Contract (in accordance with clause 8.1 of the Contract); or
(b) Any of the Calling Line Identifiers or Services stop billing or passing traffic, for reasons other than those detailed in clause 8.2.
In (a) and (b) above, the charge will be based upon the Customer’s average of the previous six (6) Monthly Invoice Payments under this Contract up to termination of the Contract multiplied by the number of complete months remaining until the Contract would otherwise have expired.
9.1 Without prejudice to any other rights or remedies ACL may have (either under the Contract or at law), ACL may terminate the Contract or may cancel the Services at any Site immediately by serving thirty (30) days’ written notice on the Customer if:
(a) the Customer cancels the Direct Debit in order to pay a Monthly Invoice Payment; or
(b) the Customer becomes Insolvent; or
(c) the Customer fails to make any payment when it is due under the Contract after receiving seven (7) days written notice to do so from ACL; or
(c) the Customer commits a breach of any material obligation under the Contract and (in the case of a remediable breach) fails to remedy the breach after receiving thirty (30) days written notice to do so from ACL; or
(d) ACL is not permitted by law to continue to provide the Services; or
(e) the Customer exceeds any limit stipulated by ACL pursuant to Clause 8.5 and the Customer does not ensure that it comes within the limit after ACL has made a demand for the amount of the stipulated limit pursuant to Clause 8.1; or
(f) the initial twenty four (24) months has expired from the start of the Service Commencement Date; or
(g) ACL at its sole discretion wishes to terminate for any other reason.
9.2 The Customer may terminate the Contract immediately by serving written 30 (thirty) days’ notice on ACL if:
(a) ACL commits a breach of any material obligation under the Contract, and (in the case of a remediable breach) fails to remedy the breach within 30 (thirty) days of receiving written notice to do so from the Customer; or
(b) the Customer wishes to terminate the Contract after any twenty four (24) month period as set out in clause 3.1; or
(c) the initial twenty four (24) months has expired from the start of the Service Commencement Date;
9.3 In this Clause 9 “Insolvent” means any one or more of the following events occurring to a party:
(a) a meeting of the other party’s creditors, or any class of them, is called (whether formal or informal) or the other party enters into any composition or arrangement (whether formal or informal) with its creditors; or
(b) a proposal is made for a moratorium or a voluntary arrangement under Part 1 or the Insolvency Act 1986;
(c) the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 provided that the other party shall not be unable to pay its debts for the purposes of this condition if any such demand as is mentioned in the Sections is being contested in good faith by that party; or
(d) the holder of a qualifying floating charge as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, has taken steps to enforce his security; or
(e) a notice of intention to appoint an administrator or application for the appointment of an administrator has been made by the other party, its directors, any creditor or third party or for the appointment of a receiver or provisional liquidator; or
(f) a resolution is passed (or a meeting convened, or a written resolution circulated with a view to a resolution), a petition is presented that has not been withdrawn or an order made for winding up the other party; or
(g) any distress, distraint, charging order, execution or other process is levied or enforced on any of the other party’s property and is not satisfied, withdrawn or discharged within fourteen (14) days; or
(h) the other party has ceased to trade or threatened to cease to trade; or
If anything analogous to any of the events in this clause shall occur under the law of any jurisdiction to which that party is subject.
9.4 If the Customer terminates in writing or ceases to use the Services supplied by ACL before the end of the initial twenty four (24) months has expired from the start of the Service Commencement Date ACL shall charge the
9.5 Until the Services are cancelled at the Site or the Contract expires or is terminated in accordance with this clause eight (8) ACL shall not be obliged to provide Services until it is satisfied with the status of the Customer and formally accepts in writing a properly completed Order Form from the Customer.
9.6 In the event of termination in accordance with this clause 9 for any reason under the Contract the Customer shall arrange for an alternative service provider to transfer the Services to be completed within sixty (60) days and ACL shall cooperate with such a transfer provided that ACL has been paid in full under the terms of the Contract. For the avoidance of doubt ACL shall be entitled to charge the Customer for the period from termination until the Services have been transferred to a new supplier.
10. Limitation of Liability
10.1 Neither party is liable to the other party except as expressly set out in the Contract, and has no other obligation or liability whatsoever in contract, tort or otherwise to the other party.
10.2 Nothing in the Contract excludes or restricts either party’s liability:
(a) for death or personal injury resulting from that party’s negligence or its employees’ negligence while acting in the course of their employment; or
(b) arising from a breach by that party of its statutory duty under section 41(1) of the Consumer Protection Act 1987, not to contravene any obligation contained in safety regulations made under section 11 of the Consumer Protection Act 1987.
10.4 In no circumstances shall ACL be liable for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories; (a) any loss of profits (whether direct or indirect); (b) loss of business; (c) loss of revenue; (d) loss of goodwill; (e) loss of anticipated saving; (f) loss of opportunity; and/or (g) indirect or consequential loss or damage.
10.6 The Customer acknowledges that it is solely and personally liable for any termination charges arising in the event that it terminates a contract with another telecommunications service provider.
10.7 The Customer acknowledges that it is solely liable for any losses arising from any fraudulent use of its telephone lines and systems by third parties.
10.8 The Customer warrants that all information provided by the Customer to ACL is correct and that, in the event that ACL receives incorrect information from the Customer or the person completing the Customer’s sign up form on behalf of the Customer, ACL will not be liable for any loss or inconvenience arising as a result.
10.9 The Customer acknowledges that the charges due under the Contract have been calculated with reference to ACL’s liability position under these conditions and the Customer is advised to insure against any losses which are not the responsibility of the ACL as set out in Clause 10.4 above.
10.10 Neither party will be liable to the other for any failure to comply with its obligations under the Contract to the extent that this liability arises as a result of the failure by the other party to fulfil its obligations under the Contract.
10.11 Any condition or warranty which might otherwise be implied or incorporated within the Contract by reason of statute or common law or otherwise is hereby expressly excluded.
10.12 The provisions of this Clause continue to apply despite the termination or expiry of the Contract.
11. Force Majeure
11.1 Neither party will be obliged to carry out any obligation under the Contract (other than the Customer’s obligation to pay under clause 8) where performance of such obligation is prevented due to any cause beyond the first party’s reasonable control, including but not limited to, any act of God, severe weather, failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage or labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, the obstruction by a third party of line of sight between microwave installations, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of the Services or both resulting from the same or a similar type of force majeure event.
11.2 If any event described in Clause 11.1 lasts for more than three months from the date of its commencement and that event prevents either party from performing all or a material part of its obligations during that period either party may, by giving 14 (fourteen) days written notice to the other party terminate the Contract.
11.3 All amounts owed by the Customer to ACL shall become immediately due and payable in full on demand and the Customer must immediately stop using the Services to the extent that they have been cancelled or the Contract has been terminated.
12. Information and Confidentiality
12.1 The Customer will promptly provide ACL (free of charge) with any information ACL may reasonably require to enable it to proceed with the performance of its obligations under the Contract, including any information which ACL may reasonably request for the purpose of credit verification and debt collection purposes and the Customer permits ACL to use such information and to provide it to third parties acting on behalf of ACL for such purposes.
12.2 Subject to Clause 12.3, neither the Customer nor ACL will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to the Contract and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
12.3 The Customer acknowledges that ACL may, and permits ACL to, use information about the calls made including but not limited to origin, destination, duration, route and time, so that ACL:
(a) can perform its obligations under the Contract and maintain or upgrade the quality of the telecommunications services it provides or offers; and
(b) can collate the information and other customers’ information to produce non-customer-specific statistics to assist ACL in its business planning.
12.4 Both parties shall comply with the Data Protection Act 1998 when dealing with information given to the other party under the Contract.
12.5 In order for ACL to provide the Services, it may be necessary for any personal data (as defined in the Data Protection Act 1998) provided by the Customer to be disclosed to ACL’s service providers or agents. This may involve transferring the Personal Data to countries outside the United Kingdom.
12.6 In order to assist ACL to make credit decisions about the Customer, to prevent fraud, to check the Customer’s identity and to prevent money laundering, ACL may search the files of credit reference agencies that will record any credit searches on the Customer’s file. ACL may also disclose details of how the Customer conducts it account to such agencies. The information will be used by other credit grantors for making credit decisions about the Customer and the people with whom the Customer is financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors.
12.7 By signing and returning the Order Form or authorising ACL’s customer service representative to complete an Order Form on the Customer’s behalf, the Customer is providing ACL with its consent to the processing of Personal Data in this way.
13.1 Notices given by ACL shall be sent to the Customer’s address specified on the front page and invoices shall be sent to the Customer’s billing address set out in the schedule, each as varied by notice in writing from time to time. Notices to ACL from the Customer must be to Alliance Communications, Unit 8 The Sanctury 62 Macrae Road, Ham Green, Bristol, BS20 0DD. Notices given under the Contract must be given in writing.
14.1 Subject to Clause 14.2, the Customer may not assign or try to assign or otherwise deal with any of its rights and obligations under the Contract without ACL’s prior written consent.
14.2 ACL may assign, sub-contract or otherwise deal with all or any of its rights and obligations under the Contract.
15. Change to the Contract
15.1 Notwithstanding any other provision of the Contract, ACL may change the Contract at any time by notice in writing to the Customer if it needs to do so to comply with any law or statutory obligation and will use its reasonable endeavours to ensure that any change to the Contract does not result in any deterioration in the Services.
15.2 ACL may make any other changes to the Contract as it may require on 30 (thirty) days’ notice to the Customer.
16.1 Failure by either party to enforce any of its rights under the Contract is not to be taken as or deemed to be a waiver of that right unless the waiving party acknowledges the waiver in writing.
16.2 Part or all of any Clause of the Contract that is unenforceable or illegal will be severed from the Contract and will not affect the enforceability of the remaining provisions of the Contract.
16.3 Each party acknowledges that the Order Form together with these conditions constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Contract and supersedes all prior discussions, understandings and agreements between the parties and their agents.
16.4 The Contract shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts except that ACL may seek injunctive relief outside such jurisdiction.