Terms and Conditions

1. DEFINITIONS

The following terms used in these terms and conditions shall have the meanings given to them below: -

'Additional Charges' means any other charges not included in the Call Charges, which the Customer agrees, is liable to pay under this Contract such other charges being deemed part of the Price List for purposes of amendment

'Call Charges' means the sums payable by the Customer for telephone calls made (or, as the case may be, for telephone calls received) by the Customer in using the Service and all other charges of a periodical nature made in pursuance of this Contract and to which the Customer has agreed

'Call Credits' means any rebate payable to the Customer by Adept Telco for telephone calls received (or, as the case may be, for telephone calls made) by the Customer in using the Service 'this Contract' means the contract for the supply of the Services which the Customer enters into with Adept Telco and which includes these terms and conditions

'Credit Limit' means the credit limit agreed between Adept Telco and the Customer in this Contract

'Customer' means the person or body corporate contracting Adept Telco to supply the Service(s) under this Contract

'Equipment' means any equipment or products (including Single or Multi-line diallers. Call Logger or Bill and Call Analysis software) supplied by Telecom Consultancy to the Customer as part of the Service

Adept Telco means Adept Telco Limited

'Minimum Notice' means the notice of termination so prescribed for the relevant Service

'Minimum Period' means the minimum period for the supply of the relevant service, if any

'Numbers' means telephone numbers allocated to the Customer as part of a Service by Adept Telco

'Prices' means the prices for the relevant Service as amended by Adept Telco from time to time; 30 days' prior written notice shall be given to the Customer of any amendments in Charges

'Service' or 'Services' means the supply, connection and provision of the services and equipment as indicated in this Contract

'Property' means the Customer's Property at which any Equipment shall be installed (and programmed) if necessary and/or the Service provided

2. PROVISION OF THE SERVICE

2.1 Adept Telco shall provide the Customer with the Services and the Customer shall pay the Call Charges and Additional Charges and Adept Telco shall pay the Call Credits as appropriate

2.2 Telecom Consultancy does not warrant that the Services are or shall be provided continuously or that the Services are or will be free of any faults.

3. EFFECTIVE DATE AND TERM

3.1 This Contract shall have full force and effect from the date on which the Customer signs this Contract or submits the agreement on line and subject to condition 9 shall continue to be in full force and effect for a Minimum Period of twelve months and shall continue thereafter, unless and until terminated by either party giving to the other not less than the Minimum Notice in writing

4. CUSTOMERS ADDITIONAL OBLIGATIONS

4.1 The Customer undertakes to comply with all reasonable instructions given by Telecom Consultancy relating to the Service and not to use the Service for any purpose which is improper, unlawful or offensive or in any manner which constitutes a violation or infringement of any act or regulation or of any duty or obligation of Adept Telco , statutory or otherwise, to any third party

4.2 The Customer undertakes to notify Adept Telco immediately the Customer discovers or becomes aware of the possibility of any fault in any of the Services

4.3 The Customer warrants that this contract is entered into in the course of the Customer's business and not as a private individual

4.4 The Customer undertakes to give over to Adept Telco free of charge and in full co-operation any information reasonably required by Adept Telco in order to fulfil its obligations under this Contract

9 The Customer shall give permission to enable access by Adept Telco or its nominees representatives or agents to any Property where such access is reasonably required by Adept Telco in order to fulfil its obligations under this Contract

4.6 Should the Customer demand that access given in accordance with condition 9 falls outside normal working hours then the Customer shall reimburse Adept Telco for any reasonable extra expense incurred in complying with such request

5. EQUIPMENT

5.1 Where Adept Telco is supplying Equipment to the Customer as part of the Service, any specified delivery date shall be treated as an estimate only, and shall not be a term of this Contract. Adept Telco accepts no liability for failure to meet any delivery date

5.2 Wherever necessary Adept Telco or its nominee representative or agent shall install the Equipment at the Property. Adept Telco shall not be liable for any loss, damages or expenses due to any installation or programming, including reprogramming of least cost routing software, if carried out by person other than its nominee representative or agent

5.3 The Equipment shall at all times remain the property of Adept Telco . The Customer shall not let, sell, charge, assign, sub-license, allow use by a third party of, or otherwise encumber the Equipment in whole or in part in any manner whatsoever and shall not prejudice Adept Telco 's rights in such Equipment in any way

5.4 The Customer shall be responsible for the Equipment whilst it is in the Customer's custody and shall notify Adept Telco immediately of any faults, which occur, any repairs, which become necessary or of any loss or damage to the Equipment. The Customer shall indemnify Adept Telco against any loss or damage to the Equipment

5.5 Subject to condition 4.6, Adept Telco will use its reasonable endeavours to carry out all repairs to the Equipment, which become reasonably and properly necessary to maintain the Service, during normal working hours and without charge to the Customer but Adept Telco reserves the right to carry out repairs to the Equipment outside normal hours (Customers demanding out of hours service are dealt with in the general right of entry at condition 4.6)

5.6 The Customer undertakes not by itself, its agents or its servants or otherwise to carry out any repairs, alterations, modifications or maintenance or make any additions or attachments to or otherwise alter the Equipment without the prior consent of Adept Telco

5.7 Adept Telco shall not be responsible for faults arising or repairs necessary where such faults arising or necessity of repairs results from: -

5.7.1 Breach of condition 5.6 above;

5.7.2 The Customer's negligence or default;

5.7.3 Failure by the Customer to use the Service in accordance with this Contract or any reasonable or necessary introduction by Adept Telco ;

5.7.4 Any act, omission or fault associated with a telecommunications system other than that of Adept Telco ; or

5.7.5 Any other cause beyond the reasonable control of Adept Telco

5.8 The Customer shall be responsible for obtaining and, where appropriate, paying for all necessary licences, consents and approvals required by third parties and for the installation and use of Equipment

5.9 The Customer undertakes that any telecommunications equipment supplied or used by the Customer in conjunction with the Equipment is in good working order and complies with all applicable legislation and standards.

5.10 Any programming of the local exchange to set up CPS for the customer will be carried out by a third party (typically BT). Any issues with this should be raised to BT directly by calling 152 (business helpline).

5.11 All completion dates issued by Adept Telco Limited are estimated only and we will not be held liable for any costs incurred should the timescales not be met.

6. PAYMENTS

6.1 The Customer undertakes to enter into a monthly payment agreement with Adept Telco for the payment of the Call Charges.

6.2 Unless otherwise agreed, the Customer shall be invoiced monthly in arrears in accordance with the billing cycle notified to it by Adept Telco for all Call Charges under this Contract plus value added tax. Time of payment of all sums due to Adept Telco under this Contract shall be of the essence. If payment in full is not received by Adept Telco by the due date, Adept Telco shall be entitled at its sole discretion: -

6.2.1 To suspend the Service forthwith until payment in full has been received including any interest payable under condition 6.2.2 below; and

6.2.2 Notwithstanding condition 6.2.1 to charge daily interest on the amount due at the rate of 3% per month on any unpaid overdue balance until such amount is paid in full

6.3 In the event that the Customer's invoice/statement shows a credit in any one month payment of that credit will be made by cheque and sent to the Customer's usual business address no earlier than 4 weeks after the date of invoice/statement and no later than 3 months after the date of invoice/statement. Upon receipt of a credit statement the Customer is to send an invoice for the sum stated to Adept Telco for payment.

6.4 If the Customer's Call Charges exceed the Credit Limit the Customer's Services may be suspended and Adept Telco shall have the right to demand immediate payment of the full amount owing including any money in excess of the Credit Limit ( Adept Telco will use its reasonable endeavours to give Customers advanced warning of a breach of their Credit Limit during any particular month, however, Adept Telco gives no warranty or assurance that it will ensure that such a warning shall be given)

6.5 All Call Charges payable under this Contract shall be calculated by reference to data recorded or logged by Adept Telco or their nominee and not by reference to data recorded or logged by the Customer

6.6 Adept Telco shall be entitled to charge an Extra Charge for any Equipment supplied to the Customer in the event that this Contract is terminated for any reason (other than breach of this Contract by Adept Telco ) within the Minimum Period.

6.7 All charges relating to any number provisioning shall be payable in advance of this service being provisioned unless otherwise agreed in writing.

6.8 Any other charges shall be payable within the strict timescales laid out in the side agreement applicable for such services.

6.9 Adept Telco reserve the right to amend any prices within this agreement, inline with changes within the telecommunications industry, giving no less than 30 days notice.

6.10 A minimum monthly charge of £10 plus VAT shall be applicable on all accounts.

6.11 All payments from the customer should be via Direct Debit unless stated in writing by Adept Telco Limited and attached to the acceptance document.

7. LIABILITY AND INDEMNITY

7.1 Subject as expressly provided in this Contract all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law

7.2 The Customer expressly affirms that it is not relying on any warranty, condition or representative not contained in this contract

7.3 Telecom Consultancy's entire liability and the Customer's sole remedies in respect of any Default (defined in condition 7.3 herein) shall be set out in this condition 7. The Customer's remedies against Adept Telco for any Default shall be limited to damages.

7.4 Subject only to condition 7.4, Telecom Consultancy's aggregate liability to the Customer for damages in respect of negligence, breach of contract, tort, misrepresentation or any other legal liability in connection with or related to the subject matter of this Contract ('Default') shall in no circumstances exceed £1,000 in respect of any one incident or £2,000 in respect of a series of incidents arising from a common cause whether successive or concurrent

7.5 Adept Telco does not exclude or limit liability for death or personal injury arising from negligence of Telecom Consultancy, their employees, agents and authorised representatives

7.6 In the event of any failure in the Service which, using its reasonable endeavours Adept Telco could not have prevented, Adept Telco shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its voice and/or data traffic, as applicable, to another carrier

7.7 Adept Telco will only accept liability for direct damage to the Customer's physical property where such damage results from the proven negligence of Adept Telco in the performance of this Contract up to a limit of £1,000 in respect of one incident or £2,000 in respect of a series of incidents arising from a common cause whether successive or concurrent

7.8 Subject only to condition 7.4, Adept Telco shall not in any event be liable for any indirect, consequential, incidental or special damages or any loss of profits, revenue, goodwill or anticipated savings whether sustained by the Customer or any other party even if advised of the possibility of such loss or damages.

7.9 The Customer agrees to indemnify and hold harmless the Wholesale Provider, (where applicable, YAC Ltd), and its parent, subsidiaries, affiliates, officers and employees from any claim or demand whatsoever, including any made by a third party, arising out of the User's use of the Service or any interference with the Intellectual Property Rights. The customer agrees not to hold the Provider or the Wholesale Provider or its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of the Service, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained through the Service, errors and omissions, defects, viruses, delays in transmission, interruption of Service or loss of data. Further the Provider and the Wholesale Provider disclaims, and the User agrees, any responsibility for the performance of its messaging, or telephone Services, and any other Internet sites accessible through the Service.

8. CUSTOMER LIABILITY

8.1 The Customer undertakes to indemnify and hold harmless Adept Telco and its wholesale providers against all liabilities, claims, damages, losses, costs and proceedings arising in connection with the Customer's breach of its undertakings under this Contract (including but not limited to undertakings under conditions 3 and 4 hereof).

9. TERMINATION

9.1 Without prejudice to the rights of the parties under this Contract, either party may terminate this Contract forthwith in the event that: -

9.1.1 The other party is in default in its performance or observance of any of its obligations under this Contract or any other agreement between the parties and, in the case of a remediable breach, fails to remedy the breach within a reasonable time specified by the non-defaulting party in its written notice to do so; or

9.1.2 An interim order is applied for or made, a petition for a bankruptcy order is made or a voluntary arrangement is approved or an administration order is made, or a receiver is appointed in respect of any of the other party's assets or a resolution or a petition to wind up the other party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle a Court or a creditor to appoint a receiver, an administrative receiver or an administrator, or to present a winding up petition or obtain a winding up order.

9.2 Without prejudice to its other rights, Telecom Consultancy shall have the right to terminate this Contract forthwith in the event that: -

9.2.1 The Customer fails to make any payment when it becomes due;

9.2.2 The provider of the Services ceases to hold a licence granted to it pursuant to section 7 of the Telecommunications Act 1984, or any other requisite licence;

9.2.3 The Customer fails to use the Service for at least three months; or

9.2.4 Any other circumstances outside the control of Adept Telco prevent the continuing supply of the Service including, but not limited to, any licence held by the Customer ceasing to be valid.

9.3 If the Agreement is terminated by either party for any reason then all sums due under this Contract shall become immediately due and payable by the Customer

9.4 In the event of termination of this Contract by either party for any reason, including if the Customer fails to give notice of termination in writing, Adept Telco shall be entitled to recover from the Customer all Equipment or the cost thereof as appropriate, including but not limited to the cost of removing the Equipment from the Property, and except in the event of termination by the Customer under condition 9.1 above all liabilities, claims, damages, costs, losses and expenses incurred by Telecom Consultancy.

10. SUSPENSION OF SERVICE

10.1Notwithstanding conditions 6.2 and 9 above, Adept Telco may at its sole discretion elect to suspend forthwith the provision of the Service until further notice without liability to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that: -

10.1.1 The Customer is in breach of any term of this Contract

10.1.2 The Customer delays necessary or pre-arranged maintenance or prevents it from being carried out; or

10.1.3 The Customer is suspected, in Adept Telco 's reasonable opinion, or involvement with fraud or attempted fraud in connection with the use of the Service of this Contract.

11. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

11.1 All intellectual property rights subsisting in the Numbers shall remain the property of Adept Telco or its licensor. Adept Telco grants to the Customer a non-exclusive and non-transferable licence to use the Numbers provided that at the termination of this Contract any extra Intellectual Property which may have accrued in the Numbers (which shall include any goodwill) shall be deemed to be assigned to Adept Telco or its licensor

11.2 All intellectual property rights subsisting in the Equipment (including any software which forms or is part of the Equipment) provided by Telecom Consultancy shall remain the property of Adept Telco or its licensor. Adept Telco grants to the Customer a non-exclusive and non-transferable licence to use the software in or which forms or is part of the Equipment solely for the operation of the Equipment pursuant to this contract

11.3 On termination of this Contract for any reason, any software licence granted to the Customer under this Contract will terminate forthwith. The Customer agrees that it will return or destroy, at Telecom Consultancy's request, and erase all copies thereof from its computer equipment, the software that forms the Equipment or part thereof. On request by Adept Telco the Customer will certify that it has complied with the provisions of this clause 11.3. The Customer shall not reproduce, own nor allow any third party to use, nor modify the software.

11.4 Telecom Consultancy does not warrant that any software supplied to it forming the Equipment or part thereof, will be free from defects or fit for any purpose except that described on any accompanying documentation nor does it make any representations or warranties concerning the compatibility of the software with the Customer's own computer equipment. Adept Telco shall not be liable for any loss or damage incurred by the Customer due to any defect in the software. The sole liability of Adept Telco in respect of any defects shall be for Adept Telco to use its reasonable endeavours to procure that its own licensor provides correction of documented program errors not caused by a breach of Clause 4 by the Customer, its employees or agents. Adept Telco 's obligation to procure correction of such program errors shall cease after 90 days from the Effective Date

11.5 Telecom Consultancy shall provide the Customer with updates whenever available to any software supplied which forms the Equipment or part thereof and reserves the right to charge the Customer a reasonable fee for such updates

11.6 Copyright in all documents and information supplied to the Customer under this Contract shall remain vested in Adept Telco or the copyright owner

11.7 All documents, drawings and information supplied by Adept Telco are confidential and cannot be copied, disclosed or used except for the purpose for which they are supplied, without the prior written consent of Adept Telco . The Customer shall ensure that its employees comply with the obligations of this clause 11.6.

12. GENERAL

12.1 This Contract and all rights, benefits and obligations under it may be assigned in whole, or in part, by Adept Telco without reference to the Customer

12.2 This Contract and all its rights, benefits and obligations under it may not be assigned in whole, or in part, by the Customer without the prior written consent of Telecom Consultancy

12.3 This Contract represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral and unless otherwise stated in this Contract, this Contract may only be modified if such modification is in writing and signed by Adept Telco and the Customer

12.4 Failure by either party to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof, or of any other right on any later occasion

12.5 Neither party shall be held to be in breach of its obligations under the Agreement save for obligations to make payments under the Agreement, nor liable to the other party for any loss or damage which may be suffered by the other party due to any cause beyond the reasonable control of the parties including but not limited to any act of God including weather failure, shortage of power supplies, flood, drought, lightning, fire, lock-out, trade dispute or labour disturbance, act or omission of Government highways, authorities, other telecommunications operators or other competent authority war military operations or riot

12.6 Any notice, invoice or other document to be given under this Contract may be given by either party only by posting by first class post or delivering the same or sending the same by facsimile transmission to the other party at the address notified by such other party in writing as the address to which notices, invoices and other documents may be sent. Such notice, invoice or other document shall be deemed duly given 48 hours after posting or, if served by delivery, upon delivery or, if sent by facsimile transmission, at the time of transmission

12.7 This Contract shall be governed by and construed and interpreted in Adept Telco accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts

12.8 Conditions 5, 6, 9, 10.3, 12 and 13 shall survive termination or expiry of this Contract

12.9 Any provisions of this Contract which is declared void or unenforceable by any competent authority or court shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect the other provisions of this Contract which shall continue unaffected.

13. TELESERVICES

13.1If the Customers Services shall be one or more of the Teleservices provided by Telecom Consultancy from time to time, including but not limited to CPS, routing of non-geographical numbers, fax to email, call management and audio conferencing, the following shall apply: -

13.1.1 The Minimum Period shall be 12 months

13.1.2 The Minimum Notice shall be 1 month, and shall not be given prior to the end of the Minimum Period

13.2 If the Customer terminates this Contract within the Minimum Period any Call Charges or Additional Charges which would have otherwise been payable to the end of the Minimum Period shall become immediately due and payable

13.3 No equipment shall be provided for this Service

13.4 The Customer acknowledges that any telephone number used by the Customer as part of the Service does not belong to the Customer and no rights shall be acquired in it nor any attempt made to apply for registration of the same as a trade or service mark by the Customer

13.5 Telecom Consultancy shall be entitled, for operational or technical reasons or in order to comply with any numbering scheme or other obligation by any competent authority, to withdraw or change any telephone number or code or group of numbers or codes allocated to the Customer, provided that Adept Telco gives the Customer the maximum period of notice in writing thereof practicable in the circumstances

13.6 The Customer shall notify Adept Telco no less than 30 days written notice (or such other notice as may be agreed between parties from time to time) in the event that an above average increase in the usage in any part of the Service is likely to occur, for example due to, including but not limited to a promotional campaign through radio, TV or print media. Adept Telco shall have no liability whatsoever to the Customer in respect of any failure by Telecom Consultancy to deliver any part of the Service should notice not be given by the Customers in accordance with this.