Contract conditions for the supply of Business Telecommunications services and/or Equipment
- ‘Agreement’ means these conditions together with the verbal contract or order form, covering services and equipment supplied by us, including any such services or equipment subsequently requested by you.
- ‘BT’ means British Telecoms
- ‘Call bundle’ means a fixed volume in minutes of calls to numbers or specific call types.
- ‘Equipment’ means any and all materials / Components and general equipment supplied to you by us under this Agreement
- ‘NGN’ means any number non-geographical used by you for any of our NGN services.
- ‘Order form’ means the order form for Ikonix goods and services.
- ‘Services’ means the products and services you have requested from us by your order form or by verbal contract.
- ‘Ikonix Telecoms Network’ shall mean any network or lines used by ITL to carry calls on your behalf.
- ‘The telecommunications act’ means the telecommunications act 1984 (including any subsequent amendments).
- ‘Verbal agreement’ means the recorded agreement over the telephone made between you and an Ikonix representative.
- ‘We’ or ‘us’ means IKonix Telecoms Ltd, herein referred to as ITL.
- ‘You’ means the customer with whom we make this agreement (or any person or organisation that we reasonably believe is authorised to act on your behalf.
- About this Agreement
2.1 This Agreement replaces any other oral or written agreements that you for the services or Equipment. Any alterations to this agreement must be made in writing and signed by a director of ITL.
2.2 The Equipment
All Equipment supplied under this agreement shall at all times remain our property. You may not remove or alter any identification mark on or interfere with any equipment nor may you hold yourself out or infer that you have ownership, interests or rights in any equipment. If you lose damage or otherwise fail to return any equipment upon termination of this agreement, you will have to pay ITL the cost of replacing any such equipment.
Each service is subject to a minimum contract term of 60 months (unless you specifically agreed to an alternative minimum term of 12 months or 36 months at the time you entered into the verbal agreement or you wrote the words “12 month minimum contract” or”36 month minimum contract” in the special requirement s section of the order form) from the date on which is made available to you, or the date of installation of the equipment, whichever is the earlier, unless you have notified us that you have not received the Equipment or that the Equipment has not been programmed. The minimum contract term applies independently to each line and /or telephone number in respect of which the service is being provided and/ or items of Equipment covered by this agreement. Once the minimum contract term has been completed, this agreement will automatically continue in respect of each service for further minimum periods at one year at a time until terminated in accordance with clause 2.4(b) below. Services are not transferable without incurring additional charges where they are imposed on ITL by the supplier.
2.4 Ending this agreement
(a) You may cancel any service without penalty by notifying us at any time prior to such Service becoming available to you but administration and any charges incurred to us up to that date will be charged back to you.
(b) You may end this Agreement for any service at any time (subject to you having completed the agreed minimum contract term for the service you wish to terminate, by giving us not less than 60 days’ notice (such notice to expire on the anniversary of the date on which the applicable service was first made available to you) and paying any outstanding line rental, standing charges and call usage charges, Under such circumstances we will not make any charges for cancellation. For the avoidance of doubt the Agreement will remain in place for any other service which has not completed its minimum contract term or reached the next anniversary of the date the applicable service was first made available. However you will be responsible for any costs you incur in reprogramming your equipment, the cost of any calls made by you on the ITL network after the end of this agreement howsoever arising and the cost of returning any equipment which we supplied to you under this Agreement.
- c) We may end this agreement if any licenses you have to run your telecommunications equipment or connect it to our services, are amended or cease to be valid.
- d) Either party may end this agreement if:
- i) The other breaks the terms of this Agreement and, after written notice, does not remedy the breach within 14 days
- ii) The other is unable to pay its debts as stated in section S123 of the insolvency Act 1986 (or any subsequent amendments); or
iii) A liquidator (or other professional relevant to bankruptcy) is appointed to manage all or some of the other assets or operations (other than for the purpose of amalgamation or reconstruction); or
- iv) The other enters into an arrangement or composition with its creditors; or
- v) A court or creditor appoints a receiver, administrator, or makes a winding up or bankruptcy order against the other
- e) Upon termination of this agreement all services may be ceased without notice.
- f) If any services forming part of this agreement are terminated by you for any reason other than validly in accordance with clauses 2.4(a) or 2.4(b) you will:
- i) Reimburse ITL for all costs incurred by us in transferring your services to us / or subsequently incurred as a result of the termination in transferring your services to another service provider; and
ii)Pay ITL the agreed line rental and other fixed monthly charges (eg Rentals,inclusive call packages) from the date of termination up until the end of the minimum contract term or the next anniversary date of the service(s) as applicable, whichever shall be the later; and
iii) if no other services remain live on this agreement, pay a single lump sum in respect of the remaining period of this agreement until the end of the minimum contract term or the next anniversary of each service, whichever shall be the later, calculated by taking the average of the last full three months call spend or the minimum call spend of £25 per month per account whichever shall be the greater multiplied by the number of full months remaining.
2.5 Suspension of supply
ITL offer a DD service to ensure continuity of services – if a DD is rejected, stopped or cancelled ITL reserve the right to immediately suspend all services until full and up to date payment is received. Failure to ensure the payment and payment method is restored may also lead to a permanent disconnection of the services and the full balance of the term of the agreement will become payable within 7 days. ITL will have no obligation to you for any lost business or revenue either past or future for suspension or disconnection of the services including loss of your telephone number/s.
- The services
- a) We will use reasonable efforts to make the services available but owing to the nature of telecommunications networks it is impossible to provide a fault free service and the quality of the services depends on both the quality of the network to which you are connected and also on other telecommunications networks to which the person you are calling is connected. It is your responsibility (and not ours) to ensure your equipment is in working order so as to enable the provision of our services. We may use whichever network(s) we consider appropriate to supply these services to you, and may change the network(s) we are using at any time and without notice provided this does not affect the price(s) which we are charging you.
- b) In the event that you request assistance from us to program or reprogram any telecommunications equipment in your possession, and we agree to provide such assistance, we shall be liable for any loss or damage as a result of any problems arising thereafter howsoever caused.
- c) We will use reasonable efforts to deliver and install any equipment (or provide any new services) on the agreed date. Any date specified shall not be a term of this agreement but an estimated date only and may be subject to a site survey. We accept no responsibility for failure to meet the agreed delivery and installation date. All prices quoted to provide a new service are subject to survey.
- d) We undertake to exercise reasonable care in the installation, operation and maintenance of the equipment
- e) Upon notification of a fault by you, we will use reasonable efforts during normal working hours to rectify such faults provided the fault has arisen from normal and proper use of the equipment and services. Where there is a network fault on any lines that we provide to you on any network, we will use appropriate engineers to repair the fault within the timescales of your selected maintenance package. You agree to pay any charges we incur for the repair of any faults affecting your lines arising from your equipment or resulting from your negligence. In the event of a delay in repairing any network fault, our liability to you is limited to any compensation we may receive from Openreach or any other network provider in respect of your delay.
f)In order to assist you in maximising your savings from using our services, your signature on the order form or verbal agreement constitutes our authority to act as your agent in arranging for the transfer from BT or any other carrier(s) or network(s) to us of any services requested with this agreement.
- g) If you have transferred your services to us you will no longer receive any of your existing supplier’s business discount schemes. It is your responsibility to ask your existing supplier to cancel any chargeable services or minimum call commitment options which you no longer require and may lead to an ETF (Early Termination charge) being imposed on you.
- h) ITL does not warrant, represent, undertake or guarantee that;
- i) You will not be charged by your access provider for the conveyance of any call; and
- j) Your access provider will convey any call to the ITL network
k)You may request additional services to be provided by us at any time by post, fax email or telephone, Any service provided by us pursuant to such a request will be subject to our standard terms and conditions in exactly the same way as if you had signed a new order form requesting the service(s)
- l) If you have applied for our line rental service and you have a residential line, you will be charged our business line rental (and not residential) rates on that line.
- m) Upon receipt of a telephone call addressed to the NGN
Allocated to you, we will use all reasonable skill and care to deliver it to the telephone number requested by you in your original agreement (or as subsequently amended by you). We will use our reasonable endeavours to implement any change to the telephone number which your calls are being delivered within three working days from receipt of a written request from you
- n) We may withdraw any NGN from you on thirty days’ notice if it has not been used during a period of ninety consecutive days.
- o) You will not give us less than 30 days written notice prior to television or other mass market advertising of the NGN allocated to you, and provide us with a forecast of the expected number of calls. We shall use reasonable endeavours to route the forecast calls in full but we shall not be liable for any failure to route the telephone calls to your line provider, or their failure to route such calls to you.
- p) We accept no responsibility for any costs or losses incurred due to any errors in issuing NGN (s) or any other telephone number. You are therefore strongly advised to test fully all new telephone numbers and NGN(s) and until you have done so successfully, if you use the number in advertising on stationary or give the number to anybody or incur any other expenses, it is done so entirely at your own risk.
- q) In the event you request us to provide additional routing features or any other services in addition to our standard NGN services, we will use our reasonable endeavours to provide them. Any such additional features or services may be subject to both an initial charge and an additional monthly line rental, and it may be necessary to change the NGN allocated to you to provide the additional features or services you may have requested.
- r) If a fault occurs, you must immediately inform ITL and provide the necessary information relating to the fault to enable ITL to investigate and rectify the fault. In some circumstances this could involve several suppliers in various countries and take a period to resolve the fault and ITL will be the sole decider if the services are fit for purpose.
- s) Any and all services offered and provided by ITL are subject to outside influences such as main stream suppliers (i.e Openreach) and ITL will not be held liable for any losses of profit or revenue as a result of service failures outside of our control.
- Charging and Billing
- a) We will calculate your monthly invoice using the prices agreed for the tariff/s applicable to the services you have requested. Some services are automatically opted in and will be charged unless opted out.
- b) We reserve the right to increase or decrease our charges and/or introduce new charges from time to time. If we increase any of our charges (except in so far as may be necessary to reflect any increase(s) in the cost to us providing line rental services and related services or changes in VAT or government legislation) and we believe that increase is likely to be to your significant disadvantage (i.e an overall increase of more than 10 % to the amount we are charging you) we will give you at least 14 days prior notice, and in such circumstances you may cancel the service to which the increase relates with Immediate effect by notifying us before any increase takes effect. In all other circumstances, you will be notified of any price changes on your next monthly bill. Continued use by you of the service beyond the 14 days’ notice shall constitute acceptance by you of the price charges. Where we have installed lines / services free of charge and you wish to cancel that service due to a price increase in the services you will need to pay a pro-rata percentage of the initial cost of providing that service before this agreement can come to an end.
- c) We reserve the right to make changes to these terms from time to time and/ or introduce new terms from time to time, if there any changes to the law or amendments to the terms and conditions upon which we are able to obtain services from the network carriers / suppliers we are using or otherwise if we consider it necessary.
- d) Please note that the charges for the service contained in your monthly statement will be calculated using data recorded by the carriers and networks which we use, and not from any data recorded by you. In the event of any dispute, the call data record from the carrier or network shall be deemed to be conclusive evidence of that call. You are responsible for all call charges for the services however incurred, whether or not such calls were made with your authority or knowledge.
- e) We reserve the right to charge you for all costs incurred as a result of carrying out maintenance or repair work which in our reasonable opinion is a result of damage or abuse by you, or where your equipment requires reprogramming as a result of abuse or negligence by you.
- f) ITL may set a credit limit on your account at any time and require a deposit if you wish the credit limit to be increased. If we have reason to believe any amount due from you may not be paid, or if your call usage in any month is materially greater than any bill previously paid to us by you. We may ask for reasonable, non-interest bearing deposit to be used as security. Should you refuse to pay a reasonable deposit within the timeframe requested we may withdraw access to the service .We will be able, at any time, to use this deposit to pay off any charges you owe us unless you have informed us of reasonable grounds for disputing such charges, in which case we shall provide reasonable justification prior to making such deductions.
- g) Where we have received pursuant to clause 4(f) above it will be returned to you on request once the period we have agreed to hold the deposit for has expired, provided that a satisfactory payment history has been established
- h) Unless you have requested us to provide detailed services, you will still receive a regular bill from your existing carrier for your other services and any calls not routed or detailed to ITL or on the ITL network.
- i) Where telecommunications equipment has been supplied/sold, ITL normal payment terms state 50% deposit should be paid prior to supply of any equipment. This deposit is non-refundable, even where the equipment is repossessed at a later date for non-payment.
- Access to premises
You will ensure that we (or our representatives) have access to the premises where any relevant equipment is sited or where it is necessary to enable us to arrange any new lines / services requested by you to be connected to any network of our choosing, and provide any reasonable assistance we request. All work carried out at your premises is chargeable in accordance with our then current price list.
Please note that:
- a) We normally carry out work by appointment and during working hours, occasionally we may ask to work at other times to ensure we provide the best possible service. You are not obliged to provide access outside normal working hours if you do not wish so;
- b) If you request that we work outside normal working hours we may charge you a reasonable rate for any work we agree to carry out following any such request.
- C) If we or our representative are unable to gain access to your premises for a pre-arranged appointment, you will be liable for a missed appointment charge: and
- d) You must ensure at your own cost that a suitable electricity supply, if required, is within three metres of the proposed termination of our services in your premises
e)Where payment has not been made in full for any telecommunications equipment supplied by ITL, we reserve the right to enter the premises to remove our equipment, the equipment should be in a condition that it was supplied in, or you will be responsible for the costs to return the equipment to the original sale value.
- Using the services
- a) You will be responsible for the safe keeping and safe and proper use of any equipment we have installed / supplied.
- b) You shall notify us immediately of any loss or damage to the equipment and shall indemnify us for any such loss
- c) You agree to;
- i) Use the service and equipment in accordance with the Telecommunications Act 2003 (As amended) (the Act) and any relevant licences;
- ii) Use the services and equipment only as a means of communications for which they are provided:
Iii) Ensure your own equipment conforms with the standards required under the Act, is in good working order, and safe to our reasonable satisfaction; and
- iv) Inform us of any change(s) or proposed change(s) to your address, telephone or fax number(s)
- d) You agree not to:
- i) Connect any attachments other than those approved for use with the services or equipment under the Act, or
- ii) Contravene the act or any relevant licences or laws; or
iii) Use the services as means of transmitting any material that is defamatory, offensive, or of an abusive, obscene, or menacing nature.
- e) Any telephone or other number(s)/Mobile phone(s)/ Telecoms equipment allocated by us in connection with the service(s) shall remain our property at all times. You will not be able to transfer them to another company at any time (either during the term of this agreement or after it has terminated) unless we have agreed in writing, and no such transfer shall take place until all payments due under this agreement have been received by us in full including any reasonable administration charges relating to the transfer of such number(s) as we may determine.
- f) You should take all reasonable precautions to avoid any fraudulent activity occurring as ITL accept absolutely no liability for any fraudulent cost incurred.
- Paying your bill
- a) you must pay to us the installation fee or programming fee where applicable, any monthly (or other periodic) line rental or inclusive call packages charges (billed in arrears), the call charges (billed after the calls are made), the minimum commitment (see 7(i) and 7(n)) any other charges incurred in respect or the services, with no right of set-off. Installation and programming charges must be paid prior to any work being carried out by us. All other fees and charges must be paid by you within 14 days of any invoice. By giving us your bank details you are agreeing to pay all charges in connection with the services by Direct Debit and authorising ITL to deduct each month sufficient funds from your nominated bank account to pay for the services requested and/or used by you each month. In the event our request for payment is rejected due to insufficient funds or cancellation, you will be charged a £10 administration charge on your next monthly statement.
- b) All charges for our services are set out in our current tariff which is available from us upon request. This may change from time to time and we shall notify you of such changes on your monthly bill.
- c) We strongly recommend that you pay your bill by direct debit. We will consider accepting payment by other methods but we will then charge you each month an administration fee of the greater of £10 or 10% of the value of any bill not paid by direct debit, until such direct debit is put in place, unless we have agreed otherwise in writing.
- d) We may also collect any overdue payment from any debit or credit card whose details you have provided to us at any time in connection with the payment of any goods or services from us or otherwise.
- e) We may charge interest calculated daily at the rate of 3% above the then current base rate of Barclays Bank Plc on any amount you fail to pay by the due date whether before judgement or after until we receive payment of that amount. You agree to pay any fees, including legal fees, or expenses reasonably incurred by us in collecting or attempting to collect any amount owed by you.
- f) All calls are charged in increments of 1 second and rounded up to the nearest whole 1p or to the minimum call charge if the cost of the call is below the minimum call charge.
- g) A minimum monthly call spend of £25 applies in respect of each monthly bill we produce unless you have selected a tariff for which a higher minimum monthly call spend is required or we have installed lines free of charge in respect of which a higher minimum monthly call spend is required (the “minimum Commitment”). In the event your total call spend with us during any calendar month is less than the Minimum Commitment instead of the lower actual cost of the calls you have made. Any minimum commitment will be calculated on a pro rata basis in respect of the first and last month of this agreement.
- h) If we have reasonable cause to believe any of your calls are not being routed on the ITL Network, and if we are providing line rental services, we reserve the right to increase the price we charge you for the line rental services and other standing charges by 25% with immediate effect.
- i) VAT (where applicable) will be added to all our charges, together with any other applicable taxes, levies or charges which may from time to time be introduced or varied.
- j) If you wish to challenge an item on your bill, you must do so within three months of the date of the bill.
- k) If any service is disconnected due to non-payment, you will be responsible for any disconnection charges. Reconnection will be at our discretion and you will be responsible for all applicable reconnection charges.
- n) If the agreement contains cellular services and you decide to terminate either this part/or the entire agreement early, each cellular number included within the agreement will be subject to an early termination fee of £25 in addition to clause 11 (j).
- Maintenance of your Equipment
You will allow us (or an agent authorised by us) or arrange for your own maintenance engineer both at your own cost to reprogram your equipment if requested by us at any time in order to enable us to provide the services in an efficient manner. In the event any necessary reprogramming is not carried out within 10 working days of your being advised by us of the need for such work to take place, we shall have the right to suspend the services at our sole discretion and in such circumstances we will continue to charge you the average of the last three months full call charges until this agreement is terminated by you on the later end of the minimum contract term or next anniversary date of each service. We will charge you for any maintenance or repairs you request.
- Suspending the services
- a) Without prejudice to our other rights and remedies, we can suspend the provision of the services immediately without telling you and without notice if:
i)We believe the service is being used in unauthorised way or for criminal activities or is in contravention of the act and any other relevant licences or for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing nature: or
- ii) You fail to pay any of our proper charges when due and subsequently fail to bring the account up to date within 5 days of suspension, ITL will reserve the right to totally disconnect all services and commence recovery proceedings & will not have any liability or responsibility for loss of telephone numbers, past or future revenue and or you commit a substantive breach of this agreement: or
iii) your credit limit is exceeded; or
- iv) We are aware or have reason to believe that this agreement has been entered into fraudulently or we are satisfied that fraudulent or improper use of your equipment and/ or the service is taking place; or
v)we have reason to believe that any amount due from you may not be paid; or vi) if we are unable to establish a direct debit authority using the bank details you have provide to us at any time or vii) your direct debit instruction is refused or cancelled ; or
vii) You do anything ( or allow anything to be done) which we think may damage or affect the operations of the networks; or
- ix) There are reasons out of our control
- b) In the above cases this agreement does not come to an end you are still liable for all monthly (or other periodic) charges including line rental & service charges due during any period or suspension. In certain of the above circumstances, all outbound calls may be routed directly to our overdue account team in which case you will hear an automated announcement advising you of the reason why your call could not be completed as dialled. If you have arranged call forwarding on your line, then we cannot accept responsibility for any loss or embarrassment caused to you in the event that someone calling your number also hears this message when their call is forwarded, any stored voicemail greetings or messages may be lost
- c) If you are unable to use all of the services for a continuous period of three days because: i) there is a technical failure of the ITL network; or
- ii) They are being tested, modified or maintained; or
iii) Access is denied to us
then you will receive a credit against your monthly (or other periodic) charges, which will represent that part of the monthly (or other periodic) charges relating to the period of suspension, Any such line rental credit is only payable in respect of the period commencing 48 hours after any fault has been reported to us by you and provided you continue to notify us no less frequently than 48 hourly thereafter until such time as the reported fault has been repaired.
- Responsibilities and jurisdiction
- a) This agreement is governed by the laws of England where your principal address is located in England, Wales or Northern Ireland and by south law where your principal address is located in Scotland.
- b) We will be liable to you if our negligence causes death or personal injury. In all other circumstances our maximum liability in respect of any incident or series of incidents under this agreement is limited to £5000 in total and we will not be liable for loss of profits or revenue, loss of use, loss of business or missed opportunities, wasted expenditure or savings you might have made.
- c) There may be occasions when we are unable to provide the services because of something outside our reasonable control. We will not be liable to you if that is the case, and if you choose to use an alternative carrier or network then we will not be responsible for that carrier’s charges, and you will remain liable for any charges for services from us pursuant to this agreement
- d) We may take instructions from someone whom we have reasonable grounds to believe is acting with your permission, in such circumstances we will not be liable for any resulting loss, damage or inconvenience.
- a) You should use the address shown overleaf or on the last bill we sent you (if different) as the address for any correspondence to us. If you need to send notice to us, you may do so in writing by registered post, by email to email@example.com or by telephone to 01622 843421.
Where notice is sent by email, acknowledgment or read receipt of such email will provide proof of service. We will always send important notices relating to our services in writing, which may be printed on your monthly bill. Notices can also be delivered by hand or first class (or equivalent) post to the others address as stated overleaf or subsequently notified to the other, if notices are sent by post, they shall be deemed to have arrived at their destination 48 hours after posting.
- b) We reserve the right to transfer this agreement to any third party at any time whereas you may not transfer or assign this agreement to anyone else unless we have agreed in writing beforehand,
- c) In the event that at any time a line provider /Mobile network (e.g. BT) suspends or terminates telephony services to you, ITL shall have no obligation to notify you or to continue to provide the services in relation to that line / service. ITL at their sole discretion may charge the carrier(s) or Network provider being used to route your call traffic at any time and without notice.
- d) Failure by either of us to enforce our rights under this agreement shall not prevent you or us (as the case may be) from taking further action. If either party waives a breach of the agreement that waiver is limited to that particular breach. If any part, term or provision of this agreement is held to be unenforceable, the validity or enforceability of any remaining term will not be affected.
- e) We may share your information with credit reference agencies and other companies for use in credit decisions, for fraud prevention and to pursue debtors. Such agencies can share this information with their customers. In addition, we can pass these details to other people in relation to these enquiries concerning the prevention and detection of crime or the apprehension or prosecution of offenders or as may be required by law or legal proceedings, and finally, unless you tell us otherwise, we may disclose your name, address and mobile phone number(s) to third parties in order for them to operate a directory service. f) If you telephone us, or if we telephone you, your call may be monitored or recorded.
- g) We cannot be held responsible for the failure of any directory service to hold or include any of your telephone numbers.
- h) Your data will be securely held and will not be disclosed to third parties for their marketing purposes. Unless you have opted out on the order form or Verbal agreement, we may however send you information about offers, products or other services we provide, or from other organisations which we believe may be of interest to you. We may contact
You in the future to give you information about any of our services, which we believe may save you money unless you have opted out as before.
- i) The Company or business named in this agreement is the customer and is legally responsible for all aspects of this agreement, including payment of all liabilities and costs incurred. We will only take instruction from the named contact who has signed the Order form (or is confirmed as the customer in the verbal contract) on behalf of the customer or someone else who we have reasonable grounds to believe is acting with your permission or authority, and in such circumstances we will not be liable for any resulting loss, damage or inconvenience. By supplying a password or details of an additional named contact on the account to us at a later date, you are authorising us to disclose any information we hold relating to your ITL account to the additional named contact. You warrant that the person signing the agreement is an authorised signatory on any bank accounts whose details are provided to us for direct debit purposes. You may request that we send your monthly invoices and correspondence addressed jointly to both yourself and the
Additional named contact if required.
- j) You may have the right to refer certain disputes to arbitration in accordance with arbitration procedures set up by the network operator under its licence, details of which are available from us upon request.
- k) If requested by you at the time of entering into the Verbal Agreement or on your Order Form, we will register your telephone numbers with the telephone preference service so you do not receive telemarketing calls at your premises.
- l) In the event that you move premises without informing us, you will remain liable for all charges associated with any services being provided to that address until we have been properly notified that you are no longer occupying those premises. In such a case our agreement does not come to an end and you are still liable for all monthly (or other periodic) charges including line rental charges due during each period. We also reserve the right to end any service we have been providing to you without notice, in such circumstances and we will not be liable for any resulting loss, damage or inconvenience. You will be liable for any associated charge if services are ended under this clause.
- j) If this agreement includes any cellular services, we have the right to charge an administration fee in connection with supplying a PAC (porting Authorisation Code) of not more than £25 per number unless written confirmation has been agreed.
- Payment & recovery funding
The Company may, at its sole discretion and subject to the remaining provisions of this clause 12, provide the Customer with Funding as a consequence of the Customer entering into the Airtime Contract with the network at an agreed financial level. If the agreed spend level is altered / not met, ITL reserve the right to adjust the agreed funding level in respect of the change. Funding will only be provided to the Customer subject to the following conditions;
- a) the Customer presents an invoice to the Company for the Funding and the invoice has been raised in accordance with the provisions of this Agreement (no invoice will be necessary where the Funding is being deducted from the value of Equipment).
- b) the Connection(s) is (are) active on the network on the Funding payment (or instalment payment) date;
- c) an appropriate reference date has passed where the invoice is payable in instalments;
- d) where the Funding is to be deducted from the value of Equipment or Services ordered by the Customer as set out in clause 12.j) below, the Funding is claimed during the Contract Term;
- e) where the invoice is for the payment of monies as outlined in clause 12.k) the Funding is invoiced by the Customer and received by the Company within 4 months from the connection date for the first instalment and within 14 months from the connection date for the second instalment;
- f) where the invoice is for termination charges as outlined in clause 12.i) the Funding is invoiced by the Customer and received by the Company within 1 month of the connection date;
- g) where the conditions and timescales set out in clauses 12.a) to 12.f) are not met then the Customer’s right to Funding shall cease.
- h) The Customer’s invoice for Funding will be payable to the Customer within 60 days from the date of presentation to the Company.
- i) At the sole discretion of the Company, any Funding provided to the Customer may be provisioned in the following manner or a mixture of them, subject always to conditions, timescales and payment dates set out in this clause 12;
- j) set off against the value of any Equipment or Services the Customer orders from the Company; or
k)the amount of the Funding may be paid to the Customer by cheque or other method in 2 equal instalments, the first instalment being due 3 months from the connection date and the second instalment being due 13 months from the connection date; or
- l) used to discharge any termination charges the Customer owes the network for terminating their previous Airtime Contract subject to the Company being provided with a copy of the relevant invoice from such network.
- m) In relation to the Customer’s entitlement to Funding the Customer recognises that it is always conditional upon the Customer using and maintaining the Connection(s) for the Contract Term and not Downward Migrating the Connections during the Contract Term and other such conditions notified by the Company to the Customer from time to time.
- n) The Customer is not entitled to cancel this Agreement or move the management of its account to another business without the permission of the Company. Where permission is not given and the Customer moves the management of its account to another business or withdraws from the Airtime Contract before connection or disconnects (a) Connection(s), Downward Migrates (a) Connection(s), or the network withholds or reclaims the connection commission due or paid to the Company or any part of it (for whatever reason) before the end of the Contract Term, the Company shall be entitled to recover the Funding (or a proportion part of it see 6.6) paid to the Customer or withhold any further Funding to be paid to the Customer. The Customer agrees that the Company shall be entitled to charge the Customer an administration fee of £250, for each Connection, if the Customer moves the management of its account to another business or withdraws from this Agreement, Downward Migrates or the network withholds or reclaims the commission due or paid to the Company post-connection, or £100 for each Connection if the Customer withdraws pre-connection. The Customer accepts that this is a genuine estimate of the Company’s loss.
The Company will be entitled to recover, from the Customer, the Monthly Funding amount for each Connection for each month of the remaining unexpired months of the Contract Term; part months to be pro-rated.
The Customer acknowledges that Funding is provided to the Customer based on the Minimum Spend per Month. If the Customer does not achieve this Minimum Spend per Month in any calendar month, then the Customer agrees to pay the Company the difference between the Minimum Spend per Month and the actual spend per month achieved in that calendar month. Payment to be made within 14 days of the date of the Company’s invoice. Where the Customer cancels this agreement for any reason or moves the management of its account to another business without the permission of the Company, the Customer agrees to pay the Company the Minimum Spend per Month for any unexpired months of the Contract Term.
- o) The Customer must provide all required paperwork as requested by the Company, and specify the make and model of all equipment required. If the Customer does not provide the required information within 15 days of signing this Agreement, the Company shall be entitled to charge the Customer the administration fee as outlined in clause 12.n), in the event that the deal is cancelled for any reason.
- p) The Company will invoice the Customer any amounts due or withheld as set out in this clause 12 and such amounts shall be payable by the Customer on presentation of the Company’s invoice.
The Direct Debit Guarantee
This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits.
· If there are any changes to the amount, date or frequency of your Direct Debit, ITL will notify you five working days in advance of your account being debited or as otherwise agreed. If you request ITL to collect a payment, confirmation of the amount and date will be given to you at the time of the request.
· If an error is made in the payment of your Direct Debit, by ITL or your Bank or Building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society – If you receive a refund you are not entitled to, you must pay it back when ITL asks you to.
· You can cancel a Direct Debit at any time by simply contacting your bank or Building society. Written confirmation may be required. Please also notify ITL.