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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.

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.

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.

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.
 

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.

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.

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.

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.

 

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.

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.