1. DEFINITIONS AND INTERPRETATIONS
1.1 The Order Form and Supplementary Order Form(s) form part of this
Contract and are contractually binding on the parties.
1.2 In this Contract the following expressions have the following meanings,
unless the context requires otherwise:-
“Billing Period” means any period in respect of which we bill you from time to
time for your use of any of the Services provided to you
“Charges” means our published list of prices as amended from time to
time applicable both to our Services in general and your
particular Tariff Plan available from Customer Services
means the date upon which our supply to you of any Service commences
“Conditions” & “Terms and Conditions”
means these terms and conditions as amended by us from
time to time in accordance with clause 18.3
Means any information marked confidential or information
that the author would not wish to be disclosed to customers,
suppliers or to be publicly available
“Contract” means the contract between you and us to pay for and
receive the Service set out in these Conditions and the Order
(together with such changes and/or other terms as may be
notified to you from time to time) and your current Tariff Plan as amended from time to time “Credit Limit” means any credit limit, which is applied to your account either when you apply for any Service or at any time thereafter at W.T.L.’s sole discretion
“Customer Purchased Equipment”
Means any equipment sold or provided to the Customer by
“Customer Means the person or persons named under Customer
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“Representative” Representative on the Order Form
“Customer Services” Means the customer services facility provided by us for you to
report any faults with any Service or make general or account
enquiries via 0151 609 3400 (or such other number as may
be advised to you by us from time to time) or by email.
Customer Services help-line facilities are available in respect
of the Landline Service between the hours of 9am to 5pm
Monday to Friday. Calls to Customer Services may be
“Customer” Means any customer who enters a Contract
“Customers Logo” Means the trading Logo of the Customer
“Delivery Address” Means the Delivery Address as detailed on the Order form
Means a personal guarantee given by a Director of the
Customer to W.T.L.
“Equipment” Means any equipment, electronic portal or Service provided
to the Customer for the performance of the Services
“CPS” Means Carrier Pre-Select, a method of indirect access to
route your calls over a network of W.T.L.’s choice
Means standards, practices, methods and procedures
conforming to the Law and the degree of skill and care,
diligence, prudence and foresight which would reasonably
and ordinarily be expected from a skilled and experienced
person or body engaged in a similar type of undertaking
under the same or similar circumstances
“GSM Gateway” Means a fixed device containing one or more SIM Cards
which enables a call from a fixed phone to a Mobile Phone to
be routed directly into a mobile Network as if it were from a
“W.T.L. PORTAL” Means the electronic portal allowing the Customer access to
control of some or all of the Services
Means the person or persons named under W.T.L.
Representative on the Order form or other such person or
Subcontractor notified by W.T.L. to the Customer from time to
“Initial Term’ Means the time outlined in the Order Form which begins on
the Commencement Date. For a Verbal Contract means the
term agreed on the Sales Call which begins on the
Commencement Date. Where no Initial Term is recorded on
the Order Form or on a Sales Call the Initial Term will be 36
months which begins on the Commencement Date or earliest
date of payment being made by the Customer for any invoice
“Installation Date” Means the date when the Service(s) are activated and ready
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“Minimum Period” Means the minimum period that applies to your Contract,
which will depend on the Tariff Plan you select at the time you
place your Order as outlined on your Order Form. If no
Minimum Period is defined on the Order form the Minimum
Period will be 36 months. Where additional Landline Services
are taken the Commencement Date for the additional
Services is applied to all existing Services meaning all
Services commence a new Minimum Period from the new
“Minimum Spend” Means the higher of, the initial term multiplied by the average
monthly spend in the 6 months prior to termination notice
being received or the sum exclusive of VAT set out in the
Order Form that the Customer shall spend with W.T.L. for the
“Landline Service(s)” or “Service(s)”
Means all Services other than Mobile Services to be supplied
by W.T.L. to the Customer under the Conditions of this
“Network” Means as the context requires either the public switched
telecommunications, internet protocol packet Network and/or
a wireless telegraphy link by means of a cellular radio system
operated by a Network Operator
“Order” Means any request for Services that the Customer makes to
W.T.L. for any Services. Where multiple services are taken
under one Order these are co-dependant for the term of the
contract and cannot be cancelled separately. Where an Order
includes calls these are chargeable for the duration of the
Minimum Period. If the Customer moves their calls to another
provider during the Minimum Period W.T.L. will invoice
monthly the amount defined on the Order under monthly call
spend. Where no monthly call spend is defined the average
monthly call spend of the previous 6 months will be used to
determine the monthly call spend
Termination Fee will be payable.
“Premises” or “Site”
Means the UK premises where we agree we shall provide
you with the Landline Service
“Representatives” Means a person or company acting on behalf of either W.T.L.
or the Customer
“Sales Call” Means the telephone conversation between W.T.L. and the
Customer in which the agreement is made by W.T.L. to
supply services to be used by the Customer
Shall have the meaning given to it in the Order Form or
An additional Order form for use by an existing Customer to
take additional Services.
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1.3 The headings in these Terms and Conditions are for convenience only
and will not affect the construction of the Terms and Conditions.
References to clauses are to the clauses of the Conditions; references to
the Order form and paragraphs are to the Order form for the Services
which these Terms and Conditions cover and the paragraphs within the
Order form. If there is any conflict between the Conditions and an Order
form the Conditions will prevail.
1.4 In these Terms and Conditions –
1.4.1 the use of the singular will be construed to include the plural (and
vice versa) and the use of any gender will be construed to
include all genders;
1.4.2 references to a person include individuals, incorporated bodies,
unincorporated associations and partnerships and the permitted
transferees and assignees of such persons;
1.4.3 references to any statute, enactment, order, statutory instrument
“Tariff Plan” Means the Tariff (that may include some elements which are
not chargeable) which you select for the Services at the time
you place your Order and which you may change from time to
time by agreement with us and where we agree, such change
to take effect at the start of your next Billing Period
“Tariff” Means the tariff setting out our list of Charges for any of the
Services we offer from time to time
“Term” Means 36 months or as defined on the Order form
“Termination Fee” Means the Minimum Spend less any sums already paid to
W.T.L. (exclusive of VAT)
Means the legal ownership
Means any agreement made on a Sales Call
“we”, “us”, “our”,
“Working Day” Means any day (other than a Saturday or Sunday) when
banks are generally open for normal business in London
“Year” Means the twelve month period commencing on the
installation date until the first anniversary of the installation
date and each subsequent twelve month period until the next
anniversary of the installation date
: Wirral Telecom Limited, of: Ground Floor,
367 Woodchurch Road, Birkenhead, Wirral, CH42 8PE
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or statutory provision include such statute, enactment, order,
statutory instrument or statutory provision together with all
regulations and subordinate legislation made there under, all as
from time to time amended, re-enacted, consolidated or
1.4.4 the expressions “including”, “include”, “includes”, “included” and
“in particular” will be construed to mean without limitation; and
1.4.5 references to loss include destruction.
2. TERM AND RENEWAL
2.1 This Contract will come into force immediately upon signature by both
parties and will remain in force for the Initial Term and renew for further
Terms of equivalent length of the Initial Term upon expiry of the Initial
Period unless and until terminated earlier in accordance with Clause 11.
2.2 The Customer appoints W.T.L. as its preferred supplier of the Landline
Services from the date of execution of this Contract for the duration of
3. W.T.L.’S OBLIGATIONS
3.1 Without prejudice to any other provision in this Contract W.T.L. shall:-
3.1.1 provide the Services in accordance with this Contract;
3.1.2 take all reasonable steps to obtain such documents, information
and co-operation from the Customer as it may reasonably
require to supply the Services;
3.1.3 supply the Services in accordance with health and safety and
environmental legislation and other applicable legislation,
statutory requirements, regulations and Good Industry Practice
and relevant codes of conduct of the professions and industries
to which W.T.L.’s activities relate;
3.1.4 ensure that each of its Representatives who visits a Site
complies with all rules, instructions, codes of conduct and
security codes in force from time to time at such Site as notified
to W.T.L.’s Representative by the Customer and with all
reasonable requests and requirements in respect of Site rules,
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instructions, codes of conduct and security codes communicated
by or on behalf of the Customer to W.T.L.;
3.2 Without prejudice to the generality of the foregoing, W.T.L. warrants,
subject to clause 3.3 that:
3.2.1 the Services will be provided under proper supervision, with
reasonable skill and care, in a professional manner by suitably
trained, skilled, experienced professionals;
3.2.2 it shall use reasonable endeavours to perform the Services in
accordance with such timescales as may be agreed between the
parties from time to time;
3.3 The Customer acknowledges that the Services in general will not be error
free, and agrees that the existence of such errors shall not constitute a
breach of the Contract.
3.4 W.T.L. does not offer or intimate any guarantee of service and/or service
3.5 Where there is an interruption in service no compensation for loss of
business profits or revenues will be paid by W.T.L. or any underlying
service providing supplier.
3.6 W.T.L. will provide the Services using such Representatives as it
considers suitable to undertake the work. Nothing in this Contract will in
any way restrict W.T.L.’s right to use its Representatives to supply
services similar to the Services to other customers of W.T.L.
3.7 Subject to clause 3.3, the Customer Purchased Equipment will comply
with all applicable legal and regulatory requirements and with applicable
British Standards (or, if applicable, their equivalent requirements in the
territory in which the Customer Purchased Equipment is supplied).
3.8 W.T.L. shall deliver the Customer Purchased Equipment to the Delivery
Address and risk in such Equipment shall pass to the Customer on
3.9 Title to the Customer Purchased Equipment shall not pass to the
3.9.1 W.T.L. has received payment in full (in cash or cleared funds); or
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3.9.2 if subsidised in any way from the recommended retail price by
W.T.L., once the Minimum Spend has been satisfied
3.10 W.T.L. shall endeavour to transfer to the Customer the benefit of any
manufacturer warranty or guarantee given to W.T.L. in respect of the
Customer Purchased Equipment.
3.11 The date for delivery of the Customer Purchased Equipment shall be the
date agreed between the parties. Time shall not be of the essence with
respect to the delivery of the Customer Purchased Equipment.
3.12 In respect of leased or rented W.T.L. equipment all equipment supplied
remains the property of W.T.L. and Title does not pass to the Customer.
Equipment is subject to manufacturer’s warranty and W.T.L. does not
offer or provide guarantees or warranties on any products. W.T.L. will
replace any equipment complying with and within the manufacturer’s
3.13 W.T.L. does not support any third party software applications and no
guarantees of compatibility are offered.
3.14 W.T.L. shall be at liberty, where necessary, to improve, update or upgrade the
Services or alter the provision of the Services without any notice to the
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall provide such co-operation, information (including
authorisation to transfer their existing services, facilities and access to
the Site to W.T.L. and W.T.L.’s Representatives as may reasonably be
requested and as are reasonably necessary for W.T.L. to perform its
obligations under this Contract.
4.2 The Customer shall provide W.T.L. with all information in its possession
or power concerning the Customer’s operations and activities, including
but not limited to software, manuals, data, drawings and any other
documents or materials, which may reasonably be necessary to enable
W.T.L. to perform the Services and will also ensure that its relevant
Representatives are generally available to provide such assistance or
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information as W.T.L. may reasonably require in the course of providing
4.3 The Customer shall be responsible for any changes or modifications
made to the Equipment by any person other than W.T.L. or a W.T.L.
Representative, unless made with W.T.L.’s written consent or approval.
W.T.L. shall be entitled to charge the Customer at W.T.L.’s standard rates
for work caused by such changes or modifications to the Equipment.
4.4 The Customer shall comply with all licences, acceptable use policies
(available on www.wirraltele.com) legislation, regulations and codes of
practice to which it is subject in relation to the Equipment and receipt of
4.5 The Customer shall prevent its Representatives from using the Services
in any of the following ways:
4.5.1 in breach of any reasonable instruction given by W.T.L., or any
body which has regulatory powers relating to the Services;
4.5.2 to send, receive, upload, download, use or reuse any information
or material which is offensive, abusive, indecent, defamatory,
obscene or menacing or in a breach of any legally enforceable
right of confidence, copyright, privacy or any other similar right;
4.5.3 to put W.T.L. in breach of the terms of any agreement W.T.L. has
with any public telecommunications operator or any of its
suppliers, the details of which have previously been notified in
writing by W.T.L. to the Customer; or
4.5.4 in any way which could render W.T.L. subject to any criminal
prosecution, enforcement action, civil claim or other action or
4.6 The Customer shall comply with W.T.L.’s reasonable instructions as to
the use and care of the Equipment. The Customer will pay for any repair
or replacement needed if the Equipment is damaged by any means.
4.7 The Customer shall take all reasonable steps to ensure that PIN
numbers and passwords are kept confidential and secure, are used
properly and are not disclosed to unauthorised persons. The Customer
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shall indemnify W.T.L. and keep W.T.L. effectively indemnified against all
and any losses, costs and expenses (including legal costs) that W.T.L.
may suffer from fraudulent activity on the Service(s) or incurred as a
consequence of any failure on the part of the Customer to comply with
the terms of this clause.
4.8 If applicable the Customer shall provide W.T.L. with the necessary written
authorisation to enable W.T.L. to arrange for the Services to be
transferred to W.T.L. as soon as possible following the signature date of
the Order form.
4.9 If required by W.T.L. either at the start of the Contract, or at any point
thereafter, agree and sign W.T.L.’s Directors Guarantee Provision.
4.10 The Customer shall ensure that they have correctly given any notice
periods required to any previous Service providers.
4.11 The Customer agrees that at all times during the term of the Contract it
shall inform Company by one month’s prior notice in writing of any
premises relocation, registered address changes, or change of telephone
number(s) on which the Services are registered.
4.12 The Customer undertakes to Company that:
a) for the duration of the Minimum Term it will route all its inbound, non –
geographic and outbound calls (including without limitation all its voice,
fax and data traffic) via Company on an exclusive basis. For the
avoidance of doubt the Customer acknowledges and accepts that during
the Minimum Term it shall not use any services offered by a third party
which are competitive with or substantially similar to the Services. In the
event of any breach by the Customer of this Condition 4.12(a) the terms
of Condition 7.16 shall apply;
b) the Services and the Company Network will only be used in
accordance with the Contract;
5. ADDITIONAL ITEMS
5.1 The Customer may at any time during the term of their Contract request
additional goods or Services via an Order Form.
6. THIRD PARTY RIGHTS
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6.1 A person who is not a party to this Contract has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Contract, but this does not affect any right or remedy of a third party
which exists or is available apart from under that Act.
7. PAYMENT OF THE CHARGES
7.1 The Customer shall pay the Charges as set out on the Order form or as
advised by W.T.L. from time to time.
7.2 W.T.L. will invoice the Customer for the Charges on the basis of and in
accordance with this clause 7 and the Order form.
7.3 The Customer shall also pay all Value Added Tax, or any other
applicable sales tax or like charge in a country where the Services are
7.4 Subject to clause 7.5 below, the Customer shall pay the invoices
submitted by W.T.L. in accordance with this Contract within 14 days of
receipt by direct debit. If payment of any undisputed invoice is not made
by the due date, we reserve the right to charge you an administration
fee of £25.00 plus VAT. W .T.L. shall be entitled to charge interest on
such overdue invoice at 8% per annum over HSBC Plc’s base lending
rate from time to time, applicable pro-rata to the number of days
elapsed between the due payment date and the actual payment date.
7.5 If the Customer disputes any invoice from W.T.L. relating to the
Services, the parties shall work together in good faith to ensure that
items under query or in dispute by the Customer are dealt with
promptly. The Customer shall only withhold payment of the specific
items agreed with W.T.L. as being under query or under dispute. If the
parties are unable to resolve the dispute as above, then the parties
shall attempt to resolve the dispute in accordance with the provisions of
7.6 The Customer may not exercise any right of set off, abatement,
counterclaim, retention, deduction or any other withholding against
amounts invoiced to it by W.T.L..
7.7 Subject to Clause 7.5 if the Customer fails to pay the invoice submitted
by W.T.L. in accordance with 7.4 then W.T.L. shall at its sole discretion
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immediately suspend any Service(s) provided by W.T.L. to the
Customer under this or any other Contract. Such suspension of
Service(s) shall be without any compensation or penalty.
7.8 If a Customers Service is suspended in accordance with Clause 7.7, the
Company reserves the right to charge £35.00 plus VAT for each service
that is reconnected. Reconnection of Service’s can take up to 72 hours
and the Company will not be liable for any loss of calls, business
revenues or profits during this period. If payment is made as a result of
judgement the Company reserves the right to charge interest at the rate
of 8% over the base rate of HSBC Bank PLC on a daily basis on all
monies outstanding after the due date until the actual date of payment.
7.9 W.T.L. has a minimum call duration of 59 seconds with an incremental
duration of 60 seconds for all calls, unless agreed in writing by W.T.L.
7.10 All calls are rounded up to the nearest penny, unless agreed in writing
7.11 Line Rental is payable a quarterly in month one and monthly thereafter
from month 2 of the Contract, unless expressly agreed in writing by the
Company. The Customer shall pay the charges by Direct Debit.
Payment is due on receipt of the invoice.
7.12 Should the Direct Debit agreement be cancelled for any reason, all
Services will be suspended immediately. If no alternative payment is
made within 7 working days all Services will be ceased and all
contractual commitments will be due and payable in full including any
7.13 The Company may pay losing provider termination fees, if agreed this will
be put in writing by the company and the credit will be offset against
monthly bundled call charges over the term of the contract.
7.14 If any Service is cancelled during the provisioning stage (pre live) an
Order Cancellation charge will be applied at £25.00 per line or SIP line.
7.15 The Customer must dispute any invoice within three months of the
7.16 In the event of the Customer obtaining any services from a third party
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which are competitive with or substantially similar to the Services during
the Minimum Term or if there has been a material breach of the Contract,
the Customer accepts that Company shall be entitled to invoice the
Customer during each month of the remainder of the Minimum Term an
amount equal to either:
a) the average of the monthly amounts invoiced by Company to the
Customer prior to the breach by the Customer of Condition 4.12(a); or
b) a 30-percent (30%) increase in monthly recurring rental charge for
allowing third party Services to be used by means of the Company
Services including but not limited not limited to broadband, FTTC, LLU,
Internet leased lines and MPLS data.
8. LICENCE GRANT AND INTELLECTUAL PROPERTY INDEMNITY
8.1 Subject to clause 8.2, W.T.L. grants to the Customer a non-exclusive,
non-transferable, royalty free licence to use W.T.L. PORTAL for the
purposes described in this Contract for so long as this Contract remains
8.2 The Customer will not without W.T.L.’s prior written consent;
(a) distribute or sell copies of the W.T.L. PORTAL or its
documentation to third parties; or
(b) sub-licence or otherwise grant rights to third parties for the use of
W.T.L. PORTAL; or
(c) copy nor (except as permitted by law) decompile or modify the
software, or copy manuals or documentation licensed to it by or on
behalf of W.T.L. In the case of manuals or documentation such
written consent will not be unreasonably withheld or delayed.
The licence granted under subclause 8.1 shall terminate when this
Contract expires or is terminated.
8.3 W.T.L. shall indemnify the Customer to the extent that it suffers any
damage, loss, liability, cost, fine or expense of any kind in relation to a
claim or allegation from a third party that the Customer’s use of the
Services infringe a third party’s Intellectual Property Rights. As a
condition of this indemnity the Customer must:
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8.3.1 notify W.T.L. forthwith in writing of any allegation of infringement;
8.3.2 make no admission in respect of or settlement of any claim
without W.T.L.’s prior written consent;
8.3.3 allow W.T.L. sole control of all negotiations and defence of
8.3.4 provide W.T.L. all reasonable assistance in dealing with the
allegation or claim (W.T.L. shall pay the Customer’s reasonable
expenses for such assistance); and
8.3.5 allow W.T.L. to modify or replace the Services or any part
thereof, so as to avoid the infringement.
8.4 The indemnity in clause 8.3 above does not apply to infringements
caused by the use of the Services in conjunction with other equipment,
software or services not supplied by W.T.L. and not approved by W.T.L.
for use in conjunction with the Services or to infringements occasioned
by designs or specifications made by or on behalf of Customer (but
excluding designs or specifications made or approved by W.T.L.).
8.5 The Customer agrees to indemnify W.T.L. against all claims,
proceedings, costs and expenses of any nature arising from infringement
(or alleged infringement) of any third party Intellectual Property Rights by
reason of the Customer’s use of the Services in conjunction with other
equipment, software or services not supplied by W.T.L. and not approved
by W.T.L. for use in conjunction with the Services and infringements
occasioned by designs or specifications made by or on behalf of
Customer (but excluding designs or specifications made or approved by
W.T.L.). W.T.L. shall:
8.5.1 notify the Customer forthwith in writing of any allegation of
8.5.2 make no admission in respect of or settlement of any claim
without W.T.L.’s prior written consent.;
8.5.3 allow the Customer to conduct all negotiations and defence of
8.5.4 provide the Customer all reasonable assistance dealing with the
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allegation or claim (Customer shall pay W.T.L.’s reasonable
expenses for such assistance); and
8.5.4 allow the Customer to modify any equipment, software or
services it uses in conjunction with the Services so as to ensure
the equipment, software or services does not continue to infringe
the third parties Intellectual Property Rights.
8.6 The limitations and exclusions of liability contained in clause 10 below do
not apply to liability under this clause 8.
9. CONFIDENTIALITY AND PUBLICITY
9.1 Each party will keep strictly confidential all Confidential Information
belonging to the other and/or the other’s Representatives which is
received or obtained during the negotiation or performance of this
Contract and, except with the prior written consent of the other (or of the
relevant Representative of the other) or to the extent that disclosure is
required by law, will not disclose such Confidential Information to any
third party or copy or use it for any purpose other than for the proper
performance of its obligations or the proper exercise of its rights under
9.2 Neither party will acquire any right in or Title to Confidential Information
of the other or the other’s Representatives nor any licence in respect of
it except as expressly stated in this Contract. Each party will protect the
Confidential Information of the other and of the other’s Representatives
as if it were its own Confidential Information and will not copy,
summarise, modify or disclose it except to the minimum extent
necessary to perform its obligations or exercise its rights under this
Contract. Each party will ensure that all persons to whom it discloses
Confidential Information of the other or the other’s Representatives are
bound by obligations of confidentiality and non-disclosure at least
equivalent to those in this Contract.
9.3 The duties imposed on the parties by clauses 9.1 and 9.2 above do not
extend to information or data which at the time of its disclosure or use
by the receiving party:-
9.3.1 is generally available and known to the public other than by
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reason of the receiving party’s breach of this clause 9;
9.3.2 the receiving party can demonstrate had previously come
lawfully into the receiving party’s possession from a third party
under no restriction as to its use or disclosure; or
9.3.3 the receiving party can demonstrate that it developed
independently without reliance on Confidential Information of
the other or of the other’s Representatives.
9.4 Each party agrees and acknowledges that damages alone may not be
an adequate remedy for breach of this clause 9 and that each party and
their Representatives may be entitled to seek injunctive or other
equitable relief to remedy or prevent any breach or threatened breach
of this clause 9.
9.5 W.T.L. may use the Customers Logo on sales and promotional material
without notification to the Customer. However neither party will use the
other’s name nor issue any statement, press release, other advertising or
other publicly disseminated material in connection with this Contract
without the other’s express prior written consent (not to be unreasonably
9.6 On termination of this Contract, each party shall;
a) return to the other party all documents and materials (and any
copies thereof) containing, reflecting, incorporating or based on
the other party’s Confidential Information;
b) erase all the other party’s Confidential Information from its
computer systems (to the extent possible); and
c) certify in writing to the other party that it has complied with the
requirements of this clause, provided that a recipient party may
retain documents and materials containing, reflecting,
incorporating or based on the other party’s Confidential
Information to the extent required by law or any applicable
governmental or regulatory authority.
9.7 The obligations in this clause 9 will remain in force following termination
of this Contract for any reason.
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10.1 Neither party limits its liability for death or personal injury arising from its
negligence (or its officers, agents or employees) or any other matter in
respect of which liability cannot be limited by law and clause 10.3 below
will not apply to such liability.
10.2 Nothing in this clause 10 will exclude, restrict or limit either party’s liability
for fraud or fraudulent misrepresentation committed by that party (or its
officers, agents or employees).
10.3 Subject to clauses 10.1 and 10.2, W.T.L.’s entire liability under this
Contract (other than under clause 8.3 above) or for any cause of action
related to the Services shall be limited to 25% of the invoiced value in the
preceding 12 months.
10.4 Except as regards to 10.1 W.T.L. shall not be liable to the Customer,
whether in contract, tort (including negligence) or otherwise, for:
10.4.1 loss of profits;
10.4.2 business interruption; or
10.4.3 loss of anticipated savings; or
10.4.4 for any special, indirect or consequential loss or damages; or
10.4.5 for any loss, corruption or destruction of data; or
10.4.6 loss of business opportunity.
11.1 W.T.L. may terminate this Contract by:
11.1.1 giving not less than 30 days written notice to the Customer to
expire no earlier than the end of the Initial Term.
11.1.2 by notice to the Customer if any third party service which is
essential to the provision of the Service(s) is terminated or ceases to be
available to W.T.L., at all or at an appropriate quality and no suitable
replacement shall be available on commercially reasonable terms.
W.T.L. shall give such advance notice to the Customer as it is
reasonably able to.
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11.2 The Customer may terminate this Contract by giving 90 days written
notice to expire at the end of the Initial Term. If no notice is given the
Initial Term restarts at the end of the previous Initial Term for the same
Minimum Period as agreed on the Order Form.
11.3 Either party may terminate the Contract:
11.3.1 immediately by written notice if the other has a receiver,
liquidator or administrator appointed, is the subject of bankruptcy
proceedings, ceases to trade, passes a resolution for or is the
subject of a winding up order (except for the purpose of a solvent
amalgamation or reconstruction), makes any composition or
arrangement with creditors or is unable to pay debt as and when
they fall due;
11.3.2 on 14 days prior written notice if the other party is in material
breach of its obligations under this Contract and, if the breach is
capable of remedy, has failed to remedy the breach within 28
days of receiving a written notice from the other party specifying
the breach and requiring it to be remedied.
11.4 Following termination of this Contract for any reason W.T.L. shall:
11.4.1 if so requested by the Customer immediately destroy all
documents and materials of whatever kind belonging to the
Customer and in W.T.L.’s possession or power which belong to
the Customer or which have been created for the purpose of
W.T.L.’s performance of the Services.
11.5 Provisions which expressly or by implication are intended to come into
force upon or survive termination of this Contract will come into force
upon or survive termination of this Contract for any reason.
11.7 If this Contract is terminated and the Customer wishes to transfer to
another provider of landline services, W.T.L. will provide reasonable
assistance to the Customer in respect of the transfer of the Customer’s
service providing all Termination Fees have been paid and no
outstanding monies are owed to W.T.L. by the Customer.
11.8 Cancellation / Migration requests of services/numbers made during the
Minimum Period does not relieve the Customer from contractual
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obligations to pay any early Termination Fee due under this Contract,
and in relation to the remainder of the Initial Term, following termination.
11.9 The Tariff chosen at the acceptance of this Contract will remain the
minimum Tariff selected for the Initial Term.
11.10 Upon termination of the Services the Customer may incur additional
administration fees and for Broadband Services will also incur a
cancellation fee of £75.00 per connection.
11.11 Should the credit score of the Customer change to a status of ‘Maximum
Risk’ W.T.L. reserve the right to terminate all Services immediately. In
such instances all outstanding invoices become due immediately
including contractual obligations and early Termination Fees.
12. FORCE MAJEURE
12.1 Neither party will be liable except as specified in this clause for any
failure to perform, delay in performing or imperfect performance of any
obligation under this Contract to the extent that such failure, delay or
imperfect performance is caused by a Force Majeure Event.
12.2 If either party is affected by a Force Majeure Event it shall promptly notify
the other party of the nature of the Force Majeure Event, the nature of
any actual or anticipated failure, delay or imperfect performance and the
anticipated consequence and length of such failure, delay or imperfect
12.3 If a Force Majeure Event prevents W.T.L. from providing the Services in
accordance with this Contract for 12 consecutive weeks or more, either
party may terminate this Contract immediately by written notice.
13. ESCALATION AND DISPUTE RESOLUTION
13.1 If any dispute arises between the parties, the parties shall use their
reasonable endeavours to settle such dispute in accordance with the
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13.1.1 any dispute which has not been settled by the Customer’s
Representative and the W.T.L. Representative within 10 working
days of the matter being raised, may be escalated by either
13.1.2 if the dispute is not resolved under 13.1.1 then both parties shall
indicate a Director of their respective businesses within 10
working days and use their best endeavours to resolve the
dispute within 30 working days of the original dispute being
13.1.3 If the parties fail to reach agreement under 13.1.1 or 13.1.2 the
dispute resolution procedure under this clause 13 shall be
13.2 Neither of the parties shall commence or pursue legal proceedings
against the other until the dispute resolution procedure under this clause
13 is deemed exhausted save that nothing in this clause 13.2 shall
prevent either party applying for injunctive relief.
14. ASSIGNMENT, SUB CONTRACTING AND DELEGATION
14.1 W.T.L. may assign the whole or any part of this Contract or any of its
rights or obligations under it.
14.2 The Customer may not assign the whole or any part of this Contract or
any of its rights or obligations under it except with W.T.L.’s express prior
written consent (such consent not to be unreasonably withheld or
15.1 The Customer warrants that it will insure any Customer Purchased
Equipment (to it’s full replacement value) delivered to it until Title has
passed to the Customer pursuant to Clause 3.7
16. SPECIAL CONDITIONS
The Customer agrees to the following special conditions .
16.1 If any Services come with a Service Level Commitment these are only
targets and failure to attain these levels will not be considered to be a
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breech of this Contract
17.1 Any notice to be served on either party by the other under this Contract
will be in writing and delivered by hand or recorded delivery to the
registered of the Customer.
17.2 Notices delivered by hand during normal business hours will be served
on the day they are delivered. Notices sent by first class post will be
deemed served on the second business day after the date they are
18. ENTIRE AGREEMENT
18.1 This Contract constitutes the entire agreement between the parties and
supersedes any previous negotiation, written, oral or electronic
communication, arrangement or agreement between them or any other
statement or representation made by either of them in relation to the
subject-matter of this Contract including any proposal document (except
that neither party hereby seeks to exclude liability for fraudulent
misrepresentation and except to the extent that either party has any
outstanding liability to the other under a previous arrangement or
18.2 The Customer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of W.T.L. which
is not set out in this Contract.
18.3 From time to time W.T.L. may update its Terms and Conditions or
Contract without being required to give prior notice to the Customer;
18.3.1 if the Customer, acting reasonably, believes these changes
materially affect the commercial viability of the Service(s) then they will
give notice of this within 30 days of receiving the notification from W.T.L.
and both parties agree to resolve this dispute in line with clause13.
18.3.2 if no objection is received then the W.T.L. updates are deemed to
have been accepted.
18.3.3 any other variation of this Contract or the Terms and Conditions
must be in writing and signed by or on behalf of each party.
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18.4 If any provision of this Contract is held by the parties or by any court or
competent authority to be illegal, invalid or unenforceable in whole or in
part, that provision will be deemed to be deleted and not to form part of
this Contract and the enforceability of the remainder of this Contract will
not be affected thereby. If any provision of this Contract is so broad as to
be held unenforceable, such provision will be interpreted to be only so
broad as is enforceable.
18.5 This Contract and any variation to this Contract may be executed in one
or more counterparts, which, taken together, will constitute a single
Contract. If both parties execute two copies of this Contract, each
executed copy will count as an original.
18.6 Certain telecommunication systems and Services are subject to
regulation by the Office of Communications (“OfCom”). OfCom may from
time to time change the regulatory framework within which the Services
and Charges are provided and the Customer accepts that W.T.L. may
need to change the Services and Charges to comply with such regulatory
framework. The parties accept that such changes shall be deemed to
comply with the terms of clause 18.3.
19. WAIVER AND CUMULATIVE NATURE OF REMEDIES
19.1 The failure or delay of either party in any one or more instances to insist
on strict performance of one or more of the terms of this Contract or to
exercise any right or remedy under this Contract or at law will not be
construed as a waiver of that or of any subsequent breach of the same
term, any breach of any other term nor of the right to enforce another
such right or remedy or the same right or remedy arising on another
19.2 Unless there is express provision to the contrary in this Contract, no
remedy conferred by any term of this Contract is intended to be exclusive
of any other remedy available under this Contract or at law. Each and
every remedy is cumulative and is in addition to each and every other
remedy available under this Contract or existing at law (whether in equity,
by statute, at common law or otherwise).
20. LAW AND JURISDICTION
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This Contract and all matters arising from it are governed by the laws of
England and Wales and are subject to the exclusive jurisdiction of the
courts of England.