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STANDARD TERMS & CONDITIONS OF M-LINE TELECOMS LTD
SERVICES
1. PROVISION OF SERVICE
M-Line Telecoms Ltd, a company incorporated in England with
company number 3855433, ("M-Line"), agrees to provide the
"Services" as defined below to the legal person named in the
application of which these terms form a part, ("the Customer") and
the Customer agrees to use the Service on the terms set out in this
Agreement (the "Agreement"). M- Line shall be entitled to vary the
Services for technical, operational and other valid reasons.
2. THE SERVICES
The Services include any or all of the following; the carrying
of voice or data calls from fixed or mobile lines, fixed or mobile
line rental, number translation services (NTS) and diverts,
broadband and broadband telephony, and other telephony products
from time to time being offered.
3. DURATION OF AGREEMENT
3.1 This Agreement shall come into full force and effect from the
date of acceptance confirmed to the Customer by M-Line and shall
continue unless terminated by either party giving to the other not
less than one month's prior written notice.
3.2 As regards call traffic, should the customer fail to
give such notice M-Line shall be entitled to charge a further month
in lieu of notice, calculated as the average of the previous three
months call traffic billing.
3.3 As regards line rental, M-Line is required to pass on to
its customers the formal requirement of the carriers to maintain
line rental contracts for a minimum of 12 months from the date of
transfer. The initial 12 month minimum contract period also applies
to new line installations. The quantum of line rental to be paid by
the Customer following termination is to be determined by the
aggregate unpaid portions of the respective line rental contracts,
or by the one month provision set out in 3.2 above, whichever is
the greater amount.
4. CHARGES AND PAYMENT
4.1 Pricing the Services shall be as stated in M- Line's tariff
as current from time to time, or as agreed between M-Line and the
Customer. Prices are subject to VAT. Prices are subject to change
and M-Line shall advise the Customer promptly. All sums due to
M-Line under this Agreement shall be paid in full by the Customer
without any set-off whatsoever. All charges payable under this
Agreement shall be calculated by reference to data recorded or
logged by M-Line and not by reference to data recorded or logged by
the Customer.
4.2 The Customer shall be invoiced monthly by M-Line for all
charges under this Agreement incurred in the preceding monthly
period. All charges must be paid either by direct debit or by
cheque (monthly cheque charge £1, plus VAT). All customers will
receive an invoice and statement. Payment in full is due fourteen
(14) days following the date of invoice, at which time the invoice
is deemed to have been accepted (unless previously disputed in
writing). M-Line shall have the right to request payment on demand
if the Customer fails to make timely payment of previous invoices.
The time of payment of all sums due to M-Line under this Agreement
shall be of the essence of this Agreement. M-Line shall be entitled
to charge management time in respect of lengthy and difficult
cases.
4.3 The Customer will be charged a minimum monthly charge (MMC) if
the services requested do not include calls from fixed lines using
Carrier Preselection (CPS). The MMC will be £15 if NTS (e g 0800,
0844 or 0845) services are the only ones requested, or
£10 if outgoing calls are included. Such charges may be reduced by
£2.50 if settlement is by direct debit. All charges listed in this
clause include VAT. MMC will not become operative until the third
month following start of this Agreement.
4.4 If any payment is unsuccessful, the Customer must pay any
administrative charges incurred by M-Line and a late payment charge
of 1.5% per month on any unpaid overdue balance.
5. USE OF SERVICE
5.1 The Customer undertakes to use the Services in accordance
with the relevant provisions of the Telecommunications Act 1984
("the Act"), any other applicable laws and regulations, and or
other competent authority and any licence which governs the running
of a telecommunications system by the Customer. The Customer
undertakes not to use the Services as a means of communication for
a purpose other than that for which the Services are provided; or
for the transmission of any material which is intended to be a hoax
call to emergency services or is of a defamatory, offensive,
abusive, obscene or menacing character; or in a manner which
constitutes a violation or infringement of the rights of any other
party (including but not limited to rights of copyright and
confidentiality).
5.2 The Customer shall indemnify M-Line against all liabilities,
claims, damages, losses and expenses arising from or in any way
connected with any such use as prescribed in this Condition 5.
5.3 The Customer undertakes that any Customer telecommunications
apparatus shall be in good working order and conform at all times
to the relevant standard or approval for the time being designated
under Section 22 of the Act and the Customer shall at all times
comply with the conditions of such standard or approval. M-Line
shall not be under any obligation to connect or keep connected any
Customer apparatus not conforming in M- Line's reasonable opinion
to the provisions of the Act. If requested by M-Line the Customer
shall provide M-Line with all reasonable information relating to
any Customer apparatus.
5.4 The Customer undertakes not to use the Services in
contravention of the Act or any other relevant regulations or
licenses and to use the Services solely in accordance with such
written instructions as may be issued by M-Line from time to
time.
6. LIABILITY
6.1 Nothing in this Agreement shall exclude or restrict
M-Line's liability for death or personal injury resulting from the
negligence of M-Line or its employees while acting in the course of
their employment.
6.2 Subject to the Condition 6.3, M-Line shall be liable for damage
to the property of the Customer caused by any negligent act or
omission of M-Line or its employees provided that such liability of
M-Line in contract, tort or otherwise, including any liability for
negligence, howsoever arising out of or in connection with the
performance of M-Line's obligations under this Agreement shall be
limited to £1,000 for any one incident or series of incidents
arising from a common cause in any twelve month period.
6.3 The Customer shall be responsible for providing correct and
sufficient information in written form to enable M-Line to
provision fixed or mobile lines for Carrier Preselection (CPS)
and/or line rental, and to ensure a continuity of the account upon
change of the Customer's premises or configuration. M-Line accepts
no responsibility for any early termination penalties incurred by
the customer to BT or other carriers. M-Line will use
its best endeavours to bring CPS and/or line rental into effect in
a timely manner.
6.4 The Customer may be allocated number translation service (NTS)
numbers by M-Line from time to time. These will not be the property
of the Customer, but may be retained by him as long as the charges
arising therefrom are settled under the terms specified in this
Agreement, or for a period of 12 months following the cessation of
activity on such numbers. M-Line will use best endeavours to effect
the re-targeting of such numbers as required in a timely
manner.
6.5 M-Line shall not be liable to the Customer in contract, tort or
otherwise including any liability for negligence, for any loss of
revenue, business, anticipated savings or profit, or for any
indirect or consequential loss howsoever arising specifically under
clauses 6.3 and 6.4 above, or more generally under any other
provision in clause 6.
6.6 In the event of any failure in the Services, M-Line shall not
be liable to the Customer for any charges incurred by the Customer
should the Customer divert its traffic to another carrier.
6.7 The Customer agrees to take full responsibility for any genuine
call made from his registered number, to whatever destination, at
whatever time, and by whatever means. This includes both voice and
data calls made both manually and from computers. In particular
M-Line accepts no responsibility for voice or data calls made to
premium line numbers by whatever means, nor for computer calls
using either dial-up or other networking. The Customer accepts full
responsibility for ensuring both his fixed and mobile equipment is
functioning correctly.
6.8 The provisions of this Condition 6 shall continue to apply
notwithstanding the termination of this Agreement.
7 TERMINATION
7.1 Without prejudice to their rights under this agreement,
M-Line and the Customer shall have the right to terminate this
Agreement forthwith in the event that:-
7.1.1 the other party is in default in its performance or
observance of any of its obligations under this Agreement and, in
the case of a remedial breach, fails to remedy the breach within a
reasonable time specified by the non defaulting party in its
written notice to do so; or
7.1.2 an interim order is applied for or made,or a voluntary
arrangement approved, or if a petition for a bankruptcy order is
presented or a bankruptcy order is made against the other party, or
if a receiver or trustee in bankruptcy is appointed of the other
party's estate or a voluntary arrangement is proposed or approved
or an administration order is made, or a receiver or administrative
receiver is appointed of any of the other party's assets or
undertaking or a winding- up resolution or petition is passed or
presented (otherwise than for the purposes of reconstruction or
amalgamation) or if any circumstances arise which entitle the court
or creditor to appoint a receiver, administrative receiver or
administrator or to present a winding up petition or make up a
winding-up order.
7.2. Without prejudice to its other rights, M- Line shall have the
right forthwith to terminate this Agreement by notice in writing to
the Customer in the event that the Customer fails to make any
payment when it becomes due to M-Line.
7.3 In the event of termination by M-Line under Condition 7 M-Line
shall be entitled to recover from the customer all costs, losses
and expenses incurred by M-Line, including but not limited to, the
cost of removing any M-Line equipment from the Customer's premises
(if applicable).
8. SUSPENSION OF SERVICES
8.1 M-Line may at its sole discretion elect to suspend
forthwith the provision of the Services 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:: 8.1.1 the Customer is in breach of any term of this
Agreement; or 8.1.2 the Customer prevents or delays pre-arranged
maintenance from being carried out; 8.1.3 M-Line is obliged to
comply with an order, instruction or request of government, an
emergency service organisation or other competent authority; or
8.1.4 the Customer is suspected, in M- Line's reasonable opinion,
of involvement with fraud or attempted fraud in connection with the
use of the Services.
8.2 Any exercise by M-Line of its right of suspension under this
Condition 8 shall not exclude M-Line's right to terminate this
Agreement.
8.3 The Customer shall pay to M-Line all reasonable costs and
expenses incurred by M- Line as a result of the suspension of
Service hereunder and the reconnection of the provision of Service
as may be applicable.
9. ASSIGNMENT
This Agreement may not be assigned in whole, or in part, by the
Customer without the prior written consent of M-Line, such consent
not to be unreasonably withheld, nor shall the Customer be entitled
to sub-contract the Service to any third party unless such party is
a subsidiary or holding company of the Customer or in the same
group of companies as the Customer. This agreement is however
assignable by M-Line in part or in whole, upon one month's written
notice to the Customer.
10. FORCE MAJEURE
Neither party shall be liable to the other for any loss or
damage which may be suffered by the other party due to any cause
beyond the first party's reasonable control including, but not
limited to any act of God, inclement weather, failure or shortage
of power supplies, flood, drought, lightning or fire, strike,
lock-out, trade dispute or labour disturbance, the act or omission
of government, highways authorities, other telecommunications
operators or administrators or other competent authorities, war,
military operation, or riot, difficulty, delay or failure in
manufacture, production or supply by third parties of
equipment.
11. ENTIRE AGREEMENT
This Agreement 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 this Agreement may only be modified if
such modification is in writing and signed by M-Line and the
Customer.
12. NO WAIVER
Failure by either party to exercise or enforce any right
conferred by this Agreement 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.
13. NOTICES
13.1 Any notice, invoice or other document which may be given
by either party under this Agreement shall be deemed to have been
given if left at or sent by post or fax (confirming the same by
post) to an address notified by the other party in writing as an
address to which notices, invoices or other documents may be
sent.
13.2 M-Line's address for service of any notice hereunder shall be
such address as appears on the last invoice rendered to the
Customer or such other address as may be prescribed by M- Line for
that purpose.
14. GOVERNING LAW
This Agreement shall be governed by and construed and
interpreted in accordance with English law and the parties hereby
submit to the exclusive jurisdiction of the English Courts. The
Agreement does not recognise the validity of laws emanating from
European Union institutions and specifically repudiates any such
provisions that prove to be in conflict with English law
interpretations.
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