Terms and Conditions

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The following terms and conditions set out the entire Agreement between You and UniverCell (Group) Ltd “UniverCell”, “UniverCell (UK)” relating to the use of our Services. By signing the Service Order form, you signify your acceptance of the terms of the agreement.

THE TERMS OF THE AGREEMENT ARE AS FOLLOWS

Terms & Conditions

1 The Services to be provided by UniverCell

1.01 UniverCell shall provide from time to time including, but not limited to, a switched voice and data service which uses an access code.

1.1 UniverCell shall, having accepted a correctly completed order form, supply to you, telephone services which use an access code and another operators exchange lines to route selected outgoing calls over and via our selected service providers.

1.2 We shall use all reasonable care and skill of a competent telecommunications service provider to deliver you with a reliable service of quality. UniverCell shall correct any failures in the Service as soon as it is reasonably practicable unless the failure is caused by a reason covered in clause 5.4.

1.3 UniverCell may at its sole discretion collect data and prepare reports about your use of the telecommunication services as part of the Service and will keep all such information confidential unless otherwise requested.

2 Your obligations to UniverCell

2.1 You ensure that your telecommunications equipment (to the extent that it is not provided and maintained by us) is in good working order and complies with all applicable standards and approvals so as to enable the provision of the Services.

2.2 You do not use the Services for any improper or unlawful purpose and or in a manner which is offensive or for a purpose which is unlawful, nor do you allow others to do so.

2.3 You pay the charges set out in our bills for the service as notified to you, whether or not the use of the services is authorised by you;

2.4 You comply with this agreement and any reasonable instruction UniverCell gives you relating to the use of this service

2.5 You provide reasonable assistance to UniverCell to enable it to provide the services.

2.6 You meet your payment obligations set out in clause 3.

2.7 You indemnify UniverCell fully against all losses, liabilities, costs (including legal costs) and expenses which we may incur as a result of any breach of your obligations under this agreement or misuse of this Service.

2.8 You provide us with any information that we reasonably request, and permit UniverCell to use that information for Credit Verification and Debt Collection purposes (including disclosure to and use by third parties acting on behalf of UniverCell for such purposes). We may also disclose your telephone number to other licensed telecommunications providers as necessary to allow them to operate emergency, directory, or operator services.

2.9 You promptly notify UniverCell of any changes in your address.

3 UniverCell Service charges and payment

3.1 You shall pay the charges for the Services as set out in UniverCell’s price tariff, which may vary from time to time. We reserve the right to increase/decrease our charges from time to time and /or introduce new charges. If we alter our charges, we will give you at least 14 days prior notice.

3.2 UniverCell will send you an itemised bill payment. The charges for the use of the Services will be calculated according to the prices applicable at the time that the Services were used and negotiated by you and UniverCell. Line rental and broadband charges will be billed monthly in advance, whilst call charges will be billed monthly in arrears.

3.3 Payment is accepted by Direct Debit. Direct Debit customers will not be debited until at least 14 days after the delivery of the bill. UniverCell will accept payment by other means but may charge an administration fee at our discretion.

3.4 All charges will have VAT added at the rate prevailing on the date that the bill is produced.

3.5 If payment has not been received within 18 days of the date of the bill we may at any time after that date, without prejudicing our rights to terminate this agreement, prevent you from making any further use of the Service(s).

3.6 In the event that UniverCell suspend your lines for incoming or outgoing calls, we reserve the right to charge a reconnection fee of up to £50 per line.

 

4 Keeping you informed

4.1 We will communicate all notices or bills relating to the Service by emailing them to the most recent email address of which we have been notified. Notices given by you to us must be communicated by telephone confirmed by fax or alternatively by post to both parties.

5 Warranties

5.1 To the extent that all or any part of the services are faulty, unavailable, or interrupted we will use our reasonable endeavours to provide the Services.

5.2 UniverCell shall not be liable for faults in your telecommunications or computing equipment which result in us being unable to provide the Services

5.3 UniverCell will be liable to you if our negligence causes death or personal injury. In all other circumstances We will not be liable for any, loss of use, loss of data, and loss of profits or revenue, missed or lost opportunities, wasted expenditure, savings that you expected to make or any other indirect or consequential losses. In the event of a failure in the Services, we will not be liable for additional costs should your calls be routed to another carrier.

5.4 There may be occasions when we are unable to provide the Services because of something beyond our reasonable control. We will not be liable if this is the case.

5.5 Any liability UniverCell may have of any sort (including any liability because of our negligence) shall in no circumstances exceed £500 in respect of one customer in any 12 month period.

5.6 This clause 5 sets out UniverCell’s entire liability in relation to this agreement. All other express or implied terms, conditions or warranties, whether statutory or otherwise and all stipulations to the contrary are hereby excluded to the fullest extent permitted by Law. The provisions of this paragraph shall continue to apply even after this Agreement terminates.

6 Supply of service

6.1 Upon receipt of a completed order form, UniverCell will use all reasonable efforts to provide the Service. The customer acknowledges however that we do not warrant that we will necessarily be able to do so.

7 Billing

7.1 UniverCell will provide you with an itemised breakdown of your calls. This is subject to our carriers supplying us with this information. If they do not supply, some any or all parts of it, or if we have a fault producing it, we will not be held liable to you in any way for this lack of information.

7.2. You must notify us promptly of any problems after they first appear on your statement. If you do not bring them to our attention within 90 days you will have waived your right to dispute those problems or discrepancies.

 

8 Termination

8.1 UniverCell may end this agreement at any time by one month’s written notice.

8.2 In addition to its other rights under this Agreement, we can suspend the services or end this agreement or both at any time without informing you if: You materially breach this agreement: and Bankruptcy or insolvency proceedings are brought against you, a receiver is appointed over any of your assets or you go into liquidation.

8.2.1 If the company that is contracted to/with UniverCell goes into administration or liquidation, then UniverCell will immediately retain ownership of these lines and corresponding numbers.

UniverCell reserves the right, to immediately suspend incoming and outgoing calls and to put the relevant numbers to “out of service” until such time as UniverCell solely deems appropriate. We reserve the right to take any legal action we deem appropriate until any outstanding issues are resolved.

8.3 UniverCell may terminate this Agreement if its own agreements with third party public Telecommunications operators are revoked.

8.4 You will have no claim against UniverCell alleging breach of contract in any of these circumstances.

8.5 UniverCell may terminate this Agreement if its own agreements with third party public Telecommunications operators are revoked.

8.6 You will have no claim against UniverCell alleging breach of contract in any of these circumstances.

8.7 The contract is for the line rental, call charges and all data (adsl2+ and/or fibre optic (fttc), leased line(s), bonded broadband) charges and is for a minimum of two years. If the contract is broken by you, in part or in full, you will be liable, to UniverCell, for the costs associated with the remainder of your monthly invoice until the contract was due to end. This will mean the remaining monthly invoices based on all service charges as well the average monthly call spend over the last 6 months. Unless agreed otherwise there will also be a one off administration fee to be determined at the time.

8.8 For the purposes of Ofcom regulations, the following clause does not relate to residential accounts.

This contract automatically renews at the appropriate date 1,2,3, or 5 years after signing. Should you wish to leave, you will need to write to us 90 days before the expiration of the contract to let us know. Should you write to us after this period of time before the contract renews, you will have automatically entered in a new term and agree to be held to the period of time of this length of contract.

9 Rights and Obligations on Termination

9.1 Following the termination of Agreement, all provisions intended to have continuing effect shall do so, including but not limited to Clause 3 Indemnity, Clause 5 Warranties and Clause 7 Loyalty Bonds.

9.2 At the time of termination of the Contract for whatever reason, we agree to help you, if requested, to effect an orderly assumption by a replacement supplier of the Services supplied under the terms of this agreement.

9.3 Upon ending or suspension of this Agreement, all amounts you owe UniverCell for use of the Services shall be due and payable in full, on demand, and you shall have no right to withhold or set off any such amounts.

9.4 Once out of contract, If you wish to terminate this agreement, UniverCell will not permit a termination if there are monies outstanding. You accept this condition when signing up to the UniverCell service.

10 General

10.1 The headings in this Agreement are purely for convenience and are not intended to affect or limit the scope of the Agreement.

10.2 UniverCell may transfer this Agreement at any time whereas you may not transfer or try to transfer this agreement unless we have agreed in writing beforehand. You may also not transfer this agreement to a new company if there is a balance on the old company. If such a transfer has taken place, the transfer will be deemed null and void and any outstanding balance will need to be settled immediately. The agreement will then transfer to the new company with a new minimum term from the date of settlement.

10.3 Any concession, waiver or extra time that UniverCell may allow you is limited to the specific circumstances in which it is given. It may be withdrawn and does not affect UniverCell rights under this agreement.

10.4 If any part of the Agreement is found to be invalid, illegal or unenforceable the remainder of the obligations shall continue in full force and effect as if the Agreement had been undertaken with the invalid provision eliminated.

10.5 The Agreement is subject to English Law and any court action must be brought in English Courts.

10.6 The Agreement constitutes the “Entire Agreement” between the parties. It supersedes all prior representations, agreements, negotiations or understandings whether written or spoken and prevails over any other terms.

10.7 If you telephone us your call may be monitored or recorded.

11 Equipment

11.1 Equipment may be supplied to facilitate use of this service. The customer must take reasonable care of such Equipment and must not deliberately damage it, tamper with it, attempt to repair it, replicate it or disassemble it in any way. The customer is not allowed to remove the Equipment from the Equipment service address specified in this contract without our written permission in advance. The customer must tell us where the equipment is at any time if we ask.

11.2 When this contract ends, or we replace the Equipment, the customer must within 14 days observe our reasonable instructions as to the return of the equipment to us, its collection by us, or its disposal by the Customer.

11.3 The equipment belongs to us at all times. The customer is not allowed to sell the equipment nor to give it away, nor to allow any one else to keep it.

11.4 Your telephone system which relies upon either pstn or isdn 2 or isdn 30 connectivity is your responsibility to maintain and ensure that proper security is in place to avoid any hacking. Hacking means that any third party whether under your employment or not manages to obtain access to the phone system and make outbound calls to any destination worldwide. In the event this happens you will be liable for all call charges that occur as a result. It will be your responsibility to ensure that that proper security methods are in place to avoid this.
 

12 Software

12.1 Intellectual property rights in all software supplied by us remains the property of UniverCell or its licensor. When software is supplied, we grants the customer a non-exclusive, non transferable licence to use the software for the purpose of facilitating access to the Service and for no other  purpose.

13 Carrier Pre-Selection

13.1 The customer shall provide to UniverCell any relevant account and Calling Line Identification that may be required by British Telecommunications Plc (BT) or other telephone line provider. The customer acknowledges that the Supplier cannot process the provision of service until such information is provided.

13.2 The provision of Service requires that BT undertake programming at exchange level. Accordingly, it is agreed that any act, default or delay by BT in carrying out such programming or otherwise relating to affecting the service shall not be the responsibility of the supplier.

13.3 The Customer authorises the Supplier to complete and deliver to BT on behalf of the Customer all necessary documentation.

14 Key Terms

In this Agreement: “Accepted” means that UniverCell has satisfied itself that it is commercially and technically able to provide the service in that instance.

“Agreement” means the agreement made between UniverCell and the Customer by signing the Service

Application Form.

“Calls” means signals, messages, or transmissions sent from your telecommunications or computer equipment.

“Charges” means the amounts payable at the rates and times prescribed by UniverCell from time to time in respect of the UniverCell Service used

“Customer”, “You” and “Your” mean the customer named on the Service Order Form with whom UniverCell makes a contract for the provision of and UniverCell services and where the context requires, includes any person reasonably appearing to UniverCell to act within that customer’s authority.

“UniverCell”,”we” “our and “us” means UniverCell (Group) Ltd  and where the context permits, includes our employees, authorised agents, contractors and assignees.

“UniverCell Services” and “Services” mean services provided by UniverCell from time to time including, but not limited to, a switched voice and data service which uses an access code.

“Equipment” means any routing device or software program or other equipment which may from time to time be installed or connected to provide UniverCell’s Service.