THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions:

Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date has the meaning given in clause 2.2. Conditions these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures as defined in the Data Protection Legislation.

Customer the person or firm who purchases Services from the Supplier.

Customer Default has the meaning set out in clause 4.2 Data Controller has the meaning set out in section 1(1) of the Data Protection Act 1998.

Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order the Customer’s indication that it wishes to proceed with the Services set out in the Quotation.

Services the services supplied by the Supplier to the Customer as set out in the Quotation.

Specification the description or specification of the Services set out in the Quotation.

Supplier The Answering Service Limited (company registration number 03341986) of Halifax House Station Court Station Road, Great Shelford, Cambridge, Cambridgeshire, CB22 5NE.

Quotation The quotation and specification document supplied by the Supplier to the Customer together with a copy of these Conditions

1.2 Interpretation:

1.2.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2  Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    1.2.3 A reference to writing or written includes faxes.

    2. BASIS OF CONTRACT

    2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

    2.2 The Order shall be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

    2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    2.4 Any quotation given by the Supplier shall not constitute an offer, and may be amended and withdrawn.

    3. SUPPLY OF SERVICES

    3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

    3.2 The Supplier shall use all reasonable endeavours to meet any performance dates in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

    3.3 The Supplier reserves the right to amend the Specification and these Conditions if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and shall notify the Customer in any such event.

    3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

    3.5 Messages will be taken and delivered and escalated in a timely manner according to the procedures agreed in writing between the Supplier and the Customer acting reasonably.

    Subject to the limitations of the recording facilities which are not guaranteed to be error free:

    3.6.1  Details of messages will be available to the Customer for a period of one month following the invoice date, after which they will be securely deleted.

    3.6.2  The Supplier may be able to provide the Customer with voice recordings of conversations for which additional charges may apply.

      3.7 It is the responsibility of the Customer to make sure that their customers are aware that calls may be recorded for our training and quality purposes. Voice recordings will be electronically deleted after a period of between three and six months.

      CUSTOMER’S OBLIGATIONS

      The Customer shall:

      4.1.1 ensure that the terms of the Specification are complete and accurate to meet the Customer’s requirements;

      4.1.2 co-operate with the Supplier in all matters relating to the Services;

      4.1.3 provide such information and materials as may reasonably be required by the Supplier in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

      4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services;

      4.1.5 ensure that the Supplier is given up-to-date contact details, and in the event that the Customer wishes the Supplier to use a different telephone number for the Customer on a temporary basis, it is the Customer’s responsibility to instruct the Supplier to cease to use that temporary number at the appropriate time (and with a reasonable period of notice being given for the Supplier to update its system with the change)

      4.1.6 ensure that the Supplier is provided with weekly, fortnightly or monthly rotas (including escalation procedures) in good time, specifically:

      4.1.6.1 subject to clauses 4.1.6.2 and 4.1.6.3, rotas and/or any changes to rotas must be submitted to the Supplier at least 3 Business Days before the start date of the relevant rota;

      4.1.6.2  rotas and any changes to rotas for the Christmas period, including Christmas Eve, Christmas Day, Boxing Day, New year’s Eve and New Year’s Day, including continuous days must be submitted to the Supplier on or before the first Friday in December.

      4.1.6.3  rotas and any changes to rotas for all other bank holidays not included in clause 4.1.6.2 above must be submitted to the Supplier by 10 am on the Tuesday before the relevant bank holiday.

      4.1.6.4  Failure to supply rotas and updates within these time frames may result in inaccurate delivery of messages, but best endeavours will be used wherever possible to deal with short notice rotas.

        4.1.7 Notify the Supplier within 48 hours in the event that the Customer has a query or complaint about a telephone call message taken by the Supplier and the Customer shall provide the following information:

        4.1.7.1  Date and time of call;

        4.1.7.2  Telephone number used to call the Supplier (unless the number was withheld by the caller);

        4.1.7.3. Name of caller; and

        4.1.7.4  Details of the query or complaint.

          4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case.

          CHARGES AND PAYMENT

          5.1 The Charges for the Services shall be calculated as set out in the Specification.

          5.2 We reserve the right to require payment of the setup fee and connection fee set out in the Specification in full before we commence providing our services to you.

          5.3 The monthly subscription charge, together with any line charges will be invoiced monthly in advance. Messages and all other charges will be invoiced to the Customer monthly in arrears.

          5.4 On or around the end of each month the Supplier will provide a list of calls to the Customer with the invoice.

          5.5 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

          5.6 The Customer shall pay each invoice submitted by the Supplier:

          5.6.1  within 30 days of the date of the invoice; and

          5.6.2  in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

            5.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).


            5.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

            5.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

            INTELLECTUAL PROPERTY RIGHTS

            6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

            6.2 The Customer grants the Supplier a fully paid-up, non- exclusive, royalty-free, non-transferable licence to use any materials provided by the Customer for the term of the Contract for the purpose of providing the Services to the Customer.

            DATA PROTECTION

            7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 7, Applicable Laws means the Data Protection Legislation and any other law that applies in the UK.

            7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. Details of the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject are set out in the Data Processing Schedule attached to these Terms of Business.

            7.3 Without prejudice to the generality of Clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier, and/or lawful collection of the personal data by the Supplier on behalf of the Customer, for the duration and purposes of the Contract.

            7.4 The Customer does not consent to the Supplier appointing any third party processor of personal data under the Contract. Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:

            7.5 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:

            7.5.1 process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Law to otherwise process that personal data. Where the Supplier is relying on Applicable Law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits the Supplier from so notifying the Customer;

            7.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

            7.5.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and;

            7.5.4.4 the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

            7.5.5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

            7.5.6 notify the Customer without undue delay on becoming aware of a personal data breach;

            7.5.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Laws to store the personal data; and

            7.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

            8. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

            8.1 The Customer is responsible for making its own arrangements for the insurance of any loss, liability, costs or expenses it may suffer howsoever arising from the Customer’s use of the Services.

            8.2 Whilst reasonable care will be given by the Supplier, the Customer accepts that messages forwarded by the Supplier to the Customer are not guaranteed to be free from error. It is a condition of this contract that the Customer complies with clauses 4.1.5 and 4.1.6 and the Supplier is under no obligation to take any action in relation to a query or complaint if these conditions are not observed.

            8.3 The restrictions on liability in this Clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

            8.4 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

            8.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

            8.5.1 death or personal injury caused by negligence;

            8.5.2 fraud or fraudulent misrepresentation; or

            8.5.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

            8.6 Subject to clause 8.5, the Supplier’s total liability to the Customer arising under or in connection with this Contract within any contract year shall not exceed the capped sum of £500.

            8.7 Subject to Clause 8.5, the types of loss listed in Clause 8.7.1 are wholly excluded by the parties.

            8.7.1 The following types of loss are wholly excluded:

            8.7.1.1 loss of profits;

            8.7.1.2 loss of sales or business;

            8.7.1.3 loss of agreements or contracts;

            8.7.1.4 loss of anticipated savings

            8.7.1.5 loss of use or corruption of software, data, voice recordings or information

            8.7.1.6 loss of or damage to goodwill; and

            8.7.1.7 indirect or consequential loss.

            8.8 This Clause 8 shall survive termination of the Contract

            9. TERMINATION

            9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than one months’ written notice to expire on the last day of a calendar month. Your contract may have another agreement in place for termination of 3 or 6 months.

            9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

            9.2.1 The other party commits a material breach of any term of the Contract and, if such a breach is remediable, fails to remedy that breach within five (5) days of being notified in writing to do so.

            9.2.2 The other party takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by court order, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business. If such actions occur in another jurisdiction, this includes any analogous procedures relevant to that jurisdiction.

            9.2.3 The other party suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business.

            9.3 Without affecting any other right or remedy available, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract by the due date.

            9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2.2 to clause 9.2.3 or reasonably believes that the Customer is about to become subject to any of them.

            10. CONSEQUENCES OF TERMINATION

            10.1 On termination of the Contract, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately upon receipt.

            10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

            10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

            11. GENERAL

            11.1 Force Majeure.

            Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

            11.2 Assignment and Other Dealings.

            11.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Contract.

            11.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

            11.3 Confidentiality.

            11.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause.

            11.3.2 Each party may disclose the other party’s confidential information:

            11.3.2.1 to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

            11.3.2.2 as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

            11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

            11.4 Entire Agreement.

            11.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

            11.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

            11.4.3 Nothing in this clause shall limit or exclude any liability for fraud.

            11.5 Variation.

            Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed.

            11.6 Waiver.

            A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

            11.7 Severance.

            If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

            11.8 Notices.

            11.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

            11.8.2 Any notice shall be deemed to have been received:

            11.8.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

            11.8.2.2 if sent by pre-paid first-class post or other next working day delivery, at 9 am on the second Business Day after posting or at the time recorded by the delivery service.

            11.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

            11.9 Third Party Rights.

            11.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

            11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

            11.10 Governing Law.

            The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

            11.11 Jurisdiction.

            Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

            DATA PROCESSING SCHEDULE

            Processing, Personal Data, and Data Subjects

            DescriptionDetails
            Duration of the ProcessingThe duration of our contract with you, or longer if required by applicable law.
            Scope, Nature, and Purposes of the ProcessingThe Supplier will process Personal Data transferred to it to provide the Services to the Customer, carry out its contractual obligations under the contract between the Supplier and the Customer, and to provide any other products or services purchased by the Customer from time to time (“Purpose”). The nature of the processing may include collection, recording, organisation, structuring, storage, adaptation, retrieval, consultation, use, disclosure, dissemination, alignment or combination, restriction, erasure, or destruction of Personal Data, as necessary for the Purpose.
            Type of Personal DataThe types of Personal Data that the Supplier will process include name, telephone number, and any other personal data left with the Supplier by the Customer’s third-party customers from time to time.
            Categories of Data SubjectData subjects may include (from time to time) staff and third-party customers of the Customer.

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