1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider (“ICS”) to the Client as defined in the Schedule to these Terms and Conditions (the “Schedule”).
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by ICS in writing.
2. Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means any agreement between ICS and the Client entered into by the same which is subject to these Terms and Conditions;
means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);
means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from ICS;
means the commencement date for the Agreement as set out in the same and/or the Schedule;
means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment;
“Minimum Monthly Call Usage"
means the usage as agreed in the Schedule;
means the period of time beginning on the date of this Agreement until the corresponding date in the month immediately following it and the corresponding date in the following months thereafter on a rolling basis, provided that if any corresponding date falls on a day which is not a Business Day, that date will be treated as the nearest Business Day;
means the telephone answering services to be provided by ICS to the Client as set out in the Schedule and any ancillary services provided;
means ICS; and
“Terms of Payment”
means the terms of payment of Fees as set out in the Schedule.
means a call made by an authorised representative of the Client to provide assurance that the service and script has been set up and works as per the agreed format.
means any trading or registered address associated with, or owned by ICS Ltd.
“Direct Dialling In (DDI) Number”
means a telephone number owned by ICS that is provided to the Client solely for the Client to divert their own telephone number to.
“Virtual Telephone Number”
means a telephone number provided by ICS that the Client can use to receive telephone calls directly.
“Fixed Cost Call”
A service where an individual incoming call is handled by ICS and charged to the client at set fee irrespective of the call length.
“Variable Cost Call”
A service where an individual incoming call is handled by ICS and charged to the client at a variable fee determined by the length of actions of ICS.
A Clients pre-recorded message that an ICS call agent has to listen to on an incoming call prior to being connected with a live caller.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. The Services
3.1 With effect from the Commencement Date ICS shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
3.2 ICS will use reasonable care and skill to perform the Services.
3.3 ICS shall use all reasonable endeavours to complete its obligations under these Terms and Conditions, but time will not be of the essence in the performance of these obligations.
3.4 The services provided by ICS do not include any provision for the Client to use ICS’ Business Addresses as their own for any purpose. ICS will not accept postal mail, deliveries or visitors for the Client to its Business Addresses under any circumstances unless agreed to in writing and The Client agrees it will not use or pass off ICS Business Addresses in any way as being their own, for any purpose, unless expressly otherwise agreed by ICS in writing.
3.5 The Client agrees that all DDI Numbers provided to them by ICS remain the property of ICS at all times and are provided to the Client solely for the purpose of diverting the Client’s own telephone number(s) to in order for ICS to provide Services. The Client agrees that they will not publicise DDI Numbers in any way, internally or externally to their organisation, as a number to make direct telephone calls to. ICS reserves the right to withdraw, with reasonable notice, any DDI Numbers at any time and provide an alternative number to a Client, with reasonable notice to avoid any disruption in service.
3.6 The Client agrees that any Virtual Telephone Numbers provided to the Client remain the property of ICS. Should either party exercise a termination as outlined in Section 8 the Client can request to take ownership of the number. ICS will allow the transfer of the Virtual Telephone Number to the Client. The Client agrees to cover any costs associated with the transfer.
3.7 Where the service provided by ICS is for a Fixed Cost Call, should the call presented to ICS contain any kind of Message Prompt then ICS reserves the right to invoice the Client for the duration of the Message Prompt. This will be at a fee level of 0.014 pence per second. Continued occurrences of Message Prompts on a fixed cost call contract may result in ICS applying a higher fixed cost call fee or switching the account to a variable cost call agreement.
4.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.
4.2 If the Client elects to pay the Fees by credit card the Client agrees to pay an additional surcharge of between 2.5% and 3.4% of the Fees (dependant upon the type of card used) but this surcharge shall not apply to payments made by debit cards.
4.3 The Client authorises ICS to carry out a credit check against their name and/or officers and ICS reserves the right to demand a deposit of £50 (or such other sum as they deem reasonable) to be paid in advance and to be held by ICS until termination of this Agreement (however it is determined). Upon termination of this Agreement, any deposit will be refunded after deducting any outstanding invoice arrears or on payment of any outstanding invoices in full, depending on the amount of the arrears.
4.4 In addition ICS shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services, if any.
4.5 The Client will pay ICS for any additional services provided by ICS that are not specified in the Schedule in accordance with ICS’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
4.6 ICS will reimburse the Client for up to 10 test calls made in the first month following the Commencement Date. Further calls to the service number will be charged at the Agreement Fee rate.
4.7 All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.
5.1 All payments required to be made pursuant to these Terms and Conditions by the Client shall be made:
5.1.1 if such payment terms have been agreed between the Client and ICS, up to 14 days of the date of the relevant invoice in pounds sterling in cleared funds to such bank in England as ICS may from time to time nominate; or
5.1.2 if by way of credit card or debit card payment on the date that the invoice is raised; or
5.1.3 if by Direct Debit payment within 7 days of the date the invoice is raised, and in each case without any set-off, withholding or deduction.
5.2 If the Client elects to pay their invoice by credit card or debit card all payments will be made by charging the credit card or debit card on the same day as the relevant invoice is raised.
5.3 If the Client elects to pay their invoice by Direct Debit all payments will be requested by ICS in the period of 7 days after the date of the relevant invoice.
5.4 If the Client elects to pay their invoice by Direct Debit, a fully completed and signed Direct Debit mandate must be received by ICS no later than 14 days prior to the first invoice that the Client wishes to start Direct Debit payments against. Should a correctly completed Mandate not be provided within the time scale ICS reserve the right to automatically charge to any credit/debit card that has been used for previous payment, the full amount of the relevant invoice and all subsequent invoices until such a time as a fully completed Mandate is received by ICS.
5.5 Any advance Fees charged for setting up the Services and ancillary administration (including but not limited to advance payments for any Minimum Monthly Call Usage set out in the Schedule) are non-refundable.
5.6 The Client agrees that if the minimum amount of calls as set out in the Minimum Monthly Call Usage is not achieved during a Month a minimum charge as agreed will accordingly be made.
5.7 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then ICS shall, without prejudice to any right which ICS may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 8% and the base rate of the Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment. You must pay us all our costs and expenses (including legal costs) of collecting any overdue amounts. Our costs and expenses will continue to build up until you have paid us all amounts you owe us, even if the agreement ends before then. We may instruct a debt collection agency to collect payment of any unpaid amounts (including any interest and/or late payment charges) on our behalf, the agency will add their costs onto the customers outstanding debt for collection.
5.8 ICS will be entitled to effect a suspension of the Services to the Client if any payment due under the terms of this Agreement is outstanding and the Services will not be re-instated unless full payment of the arrears is made by the Client.
5.9 ICS will be entitled to charge the Client a fee of £20.00 if the Client’s Direct Debit payment, credit card payment or debit card payment fails.
5.10 ICS will be entitled to charge the Client a reconnection fee of £10.00 if the Client’s Services have been suspended in accordance with the terms of this Agreement.
5.11 The Client agrees that any issues concerning any invoice including (but not limited to) invoice total must be raised with ICS within 28 days of receipt of the invoice otherwise the Client will not be entitled to any form of credit or refund from ICS.
5.12 Where an account is paid by Direct Debit and the mandate is cancelled by the client without prior agreement from ICS Ltd, and without an alternative ongoing payment method being in place, ICS will be entitled to suspend the service provision until such time as a new payment method is agreed and all outstanding fees have been settled in full.
6.1 Both ICS and the Client shall undertake that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it shall at all times during the continuance of the Agreement and 3 years after its termination:
6.1.1 keep confidential all Confidential Information;
6.1.2 not disclose any Confidential Information to any other party;
6.1.3 not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions or the Agreement;
6.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
6.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4.
6.2 Subject to sub-Clause 6.3, either Party may disclose any Confidential Information to:
6.2.1 any of their sub-contractors or suppliers;
6.2.2 any governmental or other authority or regulatory body; or
6.2.3 any of their employees or officers or those of any party described in sub-Clauses 6.2.1 or 6.2.2;
6.3 Disclosure under sub-Clause 6.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions and the Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 6.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
6.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
6.5 When using or disclosing Confidential Information under sub-Clause 6.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
6.6 ICS agrees at all times to comply with and act in accordance with the provisions of the Data Protection Act 1998 and any re-enactment or ancillary data protection legislation enacted from time to time.
6.7 In providing to ICS data to be used by ICS to undertake an outbound call service the Client assumes all responsibility for ensuring that supplied falls in line with legislation and is TPS checked in accordance with the recommended guidelines.
6.8 The provisions of this Clause 6 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
7. Variation and Amendments
7.1 If the Client wishes to vary any details of the Schedule he must notify ICS in writing as soon as possible. ICS shall endeavour to make any required changes if it is within the remit of ICS and any additional costs thereby incurred shall be invoiced to the Client.
7.2 If, due to circumstances beyond ICS’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. ICS shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7.3 ICS reserves the right to amend the cost of provision of the Services at any time subject to providing 30 days’ written notice to the Client.
8.1 ICS may immediately terminate the Agreement at any time by giving written notice to the Client if:
8.1.1 any sum owing to ICS by the Client under any of the provisions of the Agreement is not paid within 14 days of the due date for payment;
8.1.2 the Client commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
8.1.3 an encumbrancer takes possession, or where the Client is a company, a receiver is appointed, of any of the property or assets of the Client;
8.1.4 the Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
8.1.5 the Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client under this Agreement);
8.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client;
8.1.7 the Client ceases, or threatens to cease, to carry on business; or
8.1.8 control of the Client is acquired by any person or connected persons not having control of the Client on the date of the Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
8.2 For the purposes of sub-Clause 8.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
8.3 In the event of termination under sub-Clause 8.1 ICS shall retain any sums already paid to it by the Client without prejudice to any other rights ICS may have whether at law or otherwise.
8.4 Either Party to this Agreement may terminate this Agreement at any time by giving 30 days’ written notice to the other party for all services except the PA Service which will require a 90 day written notice to the other party.
ICS may sub-contract the performance of any of its obligations under these Terms and Conditions without the prior written consent of the Client and ICS shall not be responsible for every act or omission of the sub-contractor as if it were an act or omission of ICS itself.
10. Liability and Indemnity
10.1 Except in respect of death or personal injury caused by ICS’s negligence, ICS will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by ICS’s servants or agents or otherwise) in connection with the performance of its obligations under these Terms and Conditions or with the use by the Client of the Services supplied.
10.2 The Client shall indemnify ICS against all damages, costs, claims and expenses suffered by ICS arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
10.3 ICS shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of ICS’s obligations if the delay or failure was due to any cause beyond ICS’s reasonable control.
10.4 The Client undertakes and agrees that it is solely responsible for checking, testing and maintaining any telephone call diversion service that it has in place and agrees that ICS are not liable for any damages or losses whatsoever resulting from any delay, loss or interruption in or of such diversion services. Where ICS provides telephone numbers for The Client’s use The Client has sole responsibility for checking and testing the number prior to committing it to any form of marketing, promotion or any other material. Should the number need to be changed then ICS are not liable for any damages or losses The Client incurs as a result of that change.
10.5 The Client agrees that by arranging for a telephone call diversion service to be put in place in favour of ICS, it is unequivocally accepting the Terms and Conditions of this Agreement and the Client is solely responsible for payment to the service provider of any costs associated with this diversion service.
11. Force Majeure
ICS shall not be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, strikes, lock-outs, industrial action or trade disputes, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of ICS.
12.1 No waiver by ICS of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
12.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
ICS reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities. ICS reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
15.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
15.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
15.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
16. Law and Jurisdiction
16.1 These Terms and Conditions (including any non-contractual matters and obligations arising there from or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Version - 09/17/A
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