These terms and conditions shall have legally binding effect between You and Us and shall be deemed to have been accepted by You upon placing an Order or using Services with Us and also incorporate the services agreement and service level agreement
1.1 In these General Terms of Business the following words and phrases shall have the following meanings;
– Acceptable Use Policy – the acceptable use policy posted on Our Web Site (as amended from time to time);
– Additional Charges -any charges additional to the Fees that may be invoiced by Us to You in accordance with these Terms (whether by virtue of a specific provision or otherwise and including, without limitation, the Cease Charge fee as detailed in The product specific terms),which will be charged at Our current standard rates or otherwise calculated on a time and materials basis, as amended from time to time;
– Agreement -these Terms and the Order Form;
– Carrier – any supplier to Us from time to time of IT/telecommunications services in respect of the Service;
– Early Termination Fee – shall have the meaning given to it for the particular Service, as detailed in The product specific terms;
– Equipment – any hardware supplied by Us to You in order for You to receive the Service;
– Fair Use Policy – the fair use policy posted on Our Web Site (as amended from time to time);
– Fees – the amount(s) payable by You (excluding VAT) for or relating to the Services set out in The product specific terms;
– IPR – all patents, copyright, moral rights, design rights, know-how, Confidential Information, database rights, trademarks and service marks together with applications to register any of the above (where applicable);
– Order Form – the on-line/paper form signed by You in respect of the Services, or written acceptance;
– Party – You and Us;
– Services – the services listed on the Order Form and in respect of each specific terms are set out in The product specific terms;
– Start Date – the earliest of the Start Dates set out in The product specific terms;
– Terms -these terms and conditions consisting of Part A and The product specific terms;
– Us, We, Our – Thirdline Solutions Ltd., whose registered office Unit1-3, Medbourne Farm, Liddington, Swindon. Wiltshire. SN4 0EY. (registered number: 05210896);
– enviz Group – Us, Our holding company, Our subsidiaries and any subsidiaries of our holding company. The terms “subsidiary” and “holding company” have the meanings ascribed to them by Section 736 and 736A of the Companies Act 1985 (as amended);
– Your , You – the organisation or person requiring the Services whose details are set out in the Order Form;
– Web Site – www.thirdline.eu.
2 Our Obligations
2.1 We agree to provide to You the Services for the Fees.
2.2 We will use all reasonable endeavours to provide the Services without interruption and materially error free.
2.3 You acknowledge that our obligations may be carried out on our behalf by a Carrier or other sub-contractor or agent.
2.4 Your bill will be calculated using data recorded by Us and not from Your own records. Our billing systems will meet standards of accuracy approved by our industry regulator.
3.1 You agree to pay the Fees as shown on the Order Form. We will bill You for all: (a) Fees;
3.2 We will issue invoices to You for the Fees electronically. We will either (i) send the invoice to You as a pdf attachment to an email; or (ii) notify You that Your invoice is available by email, to the email address stated in Your account. You must ensure that the email address is correct and shall notify Us immediately if Your email address changes. The invoice shall be deemed received by You, upon sending (i) the email attaching Your invoice or (ii) the email notifying that Your invoice is available (to the email address provided by You). We reserve the right to issue a paper invoice to You should We deem it appropriate in Our sole discretion. Any request to send Your invoices to You by post, instead of issuing Your invoices electronically, shall be subject to Our express agreement to do so. You agree that You shall pay an Additional Charge for each invoice issued to You by post.
3.3 We may change our Fees, rates or any similar charges from time to time but will aim to let You know at least one (1) month in advance of any change We are making. We may also change any other charges such as those imposed on Us by Our third party suppliers, including the Cease Charge, from time to time and will aim to let You have reasonable notice of any such changes in advance of the change being made. You may terminate this Agreement by providing Us with one (1) month notice following Our notice to You of the changes detailed in this clause, if in Our opinion such change should cause a material detriment to You. If You do not provide notice to terminate the Agreement within one (1) month following Our notice of the change to You, You will be deemed to have accepted the change. You must pay either by Credit or Debit Card or by Direct Debit from a bank account. We may vary these methods from time to time. You must provide Us with all necessary information and authority We need to set up a variable Direct Debit. We shall be entitled to withhold our Services if Your bank has not confirmed that the Direct Debit has been established. You agree that You shall pay an Additional Charge if You pay using a Credit Card.
3.4 You are responsible for the cost of all charges You incur while Using the Services (whether You cause the charge or someone else does). We may apply a usage limit to Your account. If You reach Your usage limit during any billing period We will inform You promptly and, if You do not immediately pay at least half the charges incurred, We may suspend the Services. However, You will still be responsible for all charges incurred using the Services, including those that exceed the limit.
3.5 All Fees due under this Agreement will be payable within 10 days of the date of the relevant invoice, (the “Due Date”) and will be paid in full without any set-off, deduction or with holding of any kind. If You have chosen to make payment of the Fees by Direct Debit, We will give You 10 working days prior notice of Our intention to request payment from Your bank account.
3.6 If You have not paid the Fees or any Additional Charges due pursuant to this Agreement by the Due Date, We shall be entitled to: (i) suspend the Services, until We receive payment from You; (ii) add a late payment charge to Your next bill; and/or (iii) charge interest on any overdue amounts payable from the due date until payment of all sums owing including interest (whether before or after judgment) at the rate of 4 percent per annum above the base rate of the HSBC plc from time to time. We may also charge You £23.50 for any dishonoured Direct Debit or cheque payments. The late payment charge shall be £10. If You have not paid the Fees due pursuant to this Agreement by the Due Date, We may instruct a debt-collection agency to collect payment on Our behalf. If We do, You will have to pay Us an extra amount. This will not be more than the reasonable costs We have to pay the agency, who will add the amount to Your debt on Our behalf. This clause will apply even if the Agreement between You and Us has ended.
3.7 During any period of suspension, You shall continue to pay all Charges due under this Agreement in respect to the suspended Services.
3.8 If You dispute payment of the Fees or Additional Charges, in whole or in part, You should contact Us immediately, and no later than 10 Working Days following receipt of Your invoice or prior to Our collecting payment from You, to discuss Your complaint. Any disputes regarding the Fees should be made in accordance with Clause 12. Subject to You notifying Us of Your dispute and making payment of any Fees or Additional Charges that You do not dispute, in accordance with this Agreement, We will suspend payment of any interest or late payment charges and will not instruct a debt-collection agent, until We resolve the dispute with You.
3.9 You agree that all information You have given to Us is correct and that You will inform Us if it changes. You accept that You will be liable for Additional Charges if You give Us incorrect information that We act on.
3.10 You agree to indemnify Us and any Carrier against any loss either of Us may suffer from Your use of the Services.
3.11 You agree that You will:
3.11.1 comply with any reasonable instructions or directions issued by Us from time to time in respect of the Services and that You will comply at all times with all relevant policies that we publish on Our Web Site as may be varied from time to time including but not limited to our Fair Usage Policy and Acceptable Use Policy.
3.11.2 conform to such protocols and standards as are issued from time to time in respect of the use of the Internet or the Services;
3.11.3 fully indemnify Us against any costs and claims from any third party resulting from Your acts or omissions in respect of the Services; and
3.11.4 comply with all applicable legislation (including but not limited to matters arising under the Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000).
3.11.5 You agree that You will not (and You will ensure that Your employees, agents and sub-contractors do not):
3.11.6 use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:
a. any act or omission which will or is likely to infringe the intellectual property rights of a third party;
b. the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party;
c. use of the Services in any way which is or is likely to violate or infringe the rights of any individual, firm or company in the United Kingdom or elsewhere.
3.11.7 send or procure the sending of unsolicited advertising or promotional material; or
3.11.8 use the Services in a way that does not comply with any instructions given by Us for reasons of health, safety or the quality of the Carrier’s system or our system; or
3.11.9 use the Services in any way that will or is likely to make excessive use of our network (including but not limited to spamming).
3.12 The person accepting the Order Form warrants his or her authority to bind You to this Agreement.
3.13 We reserve the right from time to time to pass on to You any charges levied against us by a Carrier or any other third party supplier.
4.1 Save as required by law and as expressly provided in these Terms, We do not warrant the Services or the Equipment against failure of performance. We disclaim and you waive all other warranties, express or implied, with respect to the services or the equipment, arising by law or otherwise, including, without limitation any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of us (whether express or implied) so far as the law permits.
4.2 You agree that We are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, indirect or consequential losses whether or not such losses Were within our contemplation, suffered or incurred by You or any third party arising out or in connection with the provisions of the Services (or any part of them).
4.3 Subject to clause 4.4 our total aggregate liability to You arising out of or in connection with this Agreement and the performance or observation of our obligations under it shall be limited to the greater of: (a) the amount paid by You to Us in the twelve months prior to the date on which Your claim arose; and (b) £1,000.
4.4 Nothing in this Agreement shall: (a) exclude or limit liability for death or personal injury resulting from our negligence or that of the carrier, our employees or sub-contractors; or (b) affect Your statutory rights if You are a consumer.
4.5 We will not be liable to You in any circumstances for or in connection with any merchandise, information, and/or products provided or accessed via the internet.
5 Proprietary Rights
5.1 All title, rights and interest (including but not limited to ownership and IPR) in the Services remain with Us the Carrier and our suppliers. You acknowledge such title, interest and rights and You shall not take any action or omit to take any action which will or is likely to jeopardise, limit or interfere in any manner such title, right or interest.
5.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to You under clause 2.1 gives You no rights to such content. If You wish to use such content, You must ensure that You have the appropriate consent or licence of the content owner.
5.3 You acknowledge that You shall have no rights to any IPR in the Services.
5.4 Title in any Equipment We provide to You, in connection with the Services, will pass to You: (i) on Our receipt of payment of the Fees for the Equipment in full; (ii) on expiry of the Fixed Period; or (iii) on Our receipt of payment of the Early Termination Fee, if You cancel the Services during the Fixed Period, whichever occurs earlier.
6 Termination/Suspension and Service Regrades
6.1 Independent of any additional rights to terminate set out in The product specific terms, We may terminate or suspend Your use of the Services (or any of them) at any time, at our sole discretion and without notice, if You breach any term of these Terms or we have reason to believe that You have or may have breached any of these Terms (including but not limited to where a third party has alleged that there has been some act or omission by You that may amount to a breach).
6.2 This Agreement will continue until You give Us at least thirty (30) days’ written notice. Such notice will terminate this Agreement. You should contact the Customer Services Team by telephone or by post to inform Us of Your intention to terminate this Agreement.
6.3 Termination by You in certain circumstances may incur an Early Termination Fee and a Cease Charge fee. This fee will include the full balance of all monies owed for the agreed fixed period unless otherwise specified in the product specific terms.
6.4 We will not charge an Early Termination Fee if You terminate the Service pursuant to clause 3.3, or 8.11.
6.5 If We are in material breach of these Terms, You may terminate this Agreement by giving Us reasonable written notice.
6.6 Upon termination of this Agreement for any reason Your right to use the Service(s) shall immediately terminate and You shall immediately stop using the Service.
6.7 Within a reasonable time following termination of the Agreement (i) any node name allocated to You by Us for use with the Services, or any email address that You choose to create, will be deleted and/or made available to any of Our other customers; and (ii)Your web space will be automatically deleted. We will not be liable for any losses You incur as a result of this.
6.8 We can also end the Agreement immediately if: (a) You become bankrupt, or (b) the Services are used for any illegal or fraudulent purposes, or (c) You have broken any term of the Agreement (but, if it can be remedied, We will give You 7 days to put that breach right); and/ or (d) any payment is not made when it is due. In addition to Our rights set out elsewhere in this Agreement, We may terminate any or all of the Services for Our convenience by giving You a minimum of 4 (four) months’ prior written notice.
6.9 We may suspend any Service to You if We reasonably consider that the charges that You are incurring are higher than usual for the type of service that You are receiving (or Your usage is higher than normal) and/or We have reasonable grounds to doubt that You will be able to pay Your bill.
6.10 You can ask to change to a different Service or bundle of Services at any time by calling Customer Services. If you change to a different service or bundle of services you may have to pay an additional charge, as described on Our Website. If you change to a different service bundle of services you may have to take the service or bundle of services for a new minimum period starting on the date you change service, as described on Our Web Site.
6.11 Termination of the Services, or a Service Regrade (as defined below) which results in a Service downgrade, will automatically terminate any other services that We supply to You as an inclusive element of the terminated of downgraded Services and which are not an inclusive element of the Service that You have requested. You will be required to pay an Early Termination Fee for such services as detailed elsewhere in these Terms or in the relevant service terms and conditions. Should You require any services that We supply to You as an inclusive element of the terminated or downgraded Services to continue following termination of the Services or the Service Regrade, You will be required to notify Us of this request. Please note that if You request any such services to continue following the termination of the Services or the Service Regrade, You will be liable to pay the full Fees for the provision of such services.
6.12 Subject to any provisions set out in the relevant The product specific terms, in respect of the Services, You shall be able to request changes to the Services, at any time through the Web Site. Such changes shall be called “Service Regrades”. We shall either accept or reject Your request by email as soon as reasonably possible following Our receipt of Your request for a Service Regrade. There may be limitations with the Services that may require Us to reject Your Service Regrade request. In such circumstances, We may suggest a Service Regrade that We are able to supply to You. Once We have reached agreement regarding the Service Regrade, We shall make the Service Regrade required available to You, subject to these Terms.
6.12.1 The Fees shall be in accordance with the Service Regrade You chose and You shall be liable for the payment of such Fees from the date of the implementation of the Service Regrade.
6.12.2 If You have selected a Service or a Service Regrade which is insufficient for Your purposes or than that provided pursuant to the Agreement or any Service Regrade, We shall be entitled to recommend that You perform a Service Regrade, in accordance with these Terms.
6.12.3 Following a recommendation pursuant to clause 6.13.2, if You do not perform a Service Regrade and You continue to breach clause 6.13.2:
a. You shall immediately pay Us on demand an amount equal to the difference between the Fees paid by You to date and the amount which would have been paid had the Fees applicable to the Services actually being used by You applied from the Start Date; and
b. We shall at Our option (without prejudice to any of its other rights) be entitled to suspend the Services until We receive payment from You in accordance with clause 6.13.3(a).
7.1 Each of Us shall while We are providing Services under these Terms and thereafter keep secret and confidential all business, technical or commercial information disclosed to one of Us by the other or otherwise which belongs to the other its sub-contractors, carriers, telecommunication providers or clients (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of these Terms or save as expressly authorised in writing to be disclosed by the other.
7.2 The obligation of confidentiality contained in clause 7.1 shall not apply or (as the case may be) shall cease to apply to business, technical or commercial information which:
7.2.1 at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by the breach of these Terms; and/or
7.2.2 is required to be disclosed under applicable law or order of a court of competent jurisdiction or government department or agency or by the London Stock Exchange, provided that prior to such disclosure the receiving Party shall advise to the disclosing Party of the proposed form of disclosure.
8.1 You accept that We may have to disclose information about You to governmental organisations (including the police) or to other third parties, in respect of Your use of the Services. If We are requested to disclose such information, We will do so in accordance with Our obligations as set out in legislation or as required by an order of the court. Subject to any legal prohibitions to the contrary, We will notify You of such disclosure as soon as reasonably possible.
8.2 We may from time to time wish to notify You of additional services provided by Us or third parties that We believe may be of interest to You. If You do not want to receive such information please write to Us at the address for notice.
8.3 We shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers.
8.4 Any notice required or permitted under the Terms must be in English and be sent to Us for the attention of the Company Secretary at any of the following addresses:
Thirdline, Unit1-3, Medbourne Farm, Liddington, Swindon, Wiltshire. SN4 0EY. or email@example.com.
Any notice to be sent to You will be sent to the address which You provide when applying for the Services unless You notify Us otherwise. Any notices given in relation to this Agreement must be delivered by hand, post or email and will be treated as having been delivered: (a) on the day of delivery if delivered by hand, or (b) 2 days after posting if sent by post, or (c) on the day of transmission if sent by fax, or (d) on the day of transmission if sent by e-mail. You should contact the Customer Services Team by telephone to inform Us of Your intention to send a notice to Us.
8.5 These Terms do not create a partnership, joint venture, agency or franchise relationship.
8.6 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent.
8.7 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than You, Us or the Carrier.
8.8 The headings to the sections of these Terms are for convenience only and have no substantive meaning.
8.9 These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English Courts.
8.10 If and in so far as any part or provision of these Terms is or becomes void or unenforceable it should be deemed not to be and never to have been nor formed a part of these Terms and the remaining provisions of these Terms shall continue in full force and effect. In such an event, We shall meet with You to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision which so far as possible results in the same economic effects.
8.11 This Agreement may not be amended, varied, supplemented or otherwise modified by You unless agreed by Us in writing. We may amend this Agreement from time to time to make any change required due to security, legal or regulatory reasons. We shall provide as much notice as is reasonably possible, in such circumstances. If We make any other changes to this Agreement, We shall provide You with one (1) months notice of such changes. You may terminate this Agreement by providing Us with one (1) month notice following Our notice to You of the changes detailed in this clause, if in Our opinion such change should cause a material detriment to You. If You do not provide notice to terminate the Agreement within one (1) month following Our notice of the change to You, You will be deemed to have accepted the change.
8.12 The failure by Us to insist on the performance of any of the provisions of these Terms shall not be construed as a waiver or a relinquishment of that our rights to future performance of such provisions and Your obligation in respect of such future performance shall continue in full force and effect.
8.13 This Agreement supersedes any previous agreement between Us and You in relation to the matters dealt with in it and You acknowledge and agree that You have not entered into this Agreement in reliance upon any representation, or statement or whether oral or written) made or alleged to have been made by Us or our agents.
9 Faults in the Services
9.1 You will immediately upon becoming aware of the same report any fault in the Equipment or the Service to Us by e-mail firstname.lastname@example.org or by telephone on 01793 689199.
9.2 You acknowledge that occasionally We and/or our Carrier may have to temporarily interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. In these circumstances You shall have no claim against Us for any such interruption or change.
9.3 We warrant that the Equipment will be of satisfactory quality and reasonably fit for the purpose intended for a period of 12 months from the Start Date (the “Warranty Period”). If during the Warranty Period the Equipment becomes defective, You should return it to Us, at no charge to You. We shall repair the Equipment or replace it, at our sole discretion and subject to any manufacturer’s warranty, with Equipment of no less quality than the Equipment being replaced. The replacement Equipment shall benefit from the remaining term of the Warranty Period. If, in our reasonable opinion, We discover that (i) the defects to the Equipment have been caused as a result of Your negligent acts or omissions; or (ii) there are no defects to the Equipment, We shall be entitled to charge You for the cost of the Equipment and such of Our reasonable costs as We may have incurred, including the costs of the postage of the Equipment, pursuant to this clause 9.3.
10 Change of Carrier
10.1 You acknowledge that We may change the Carrier of the Services from time to time. You accept that We may do so for commercial, operational or any other reasons, in Our sole discretion. Subject to the provisions in clause 10.2 and 10.3 below, You should not experience any disruption to the ongoing supply of the Services to You. Following the successful migration of the Services, You should experience a Service of at least equivalent, if not improved Service provision.
10.2 Due to the nature in which the Services are provided, You acknowledge and agree that during the process of change of Carrier, We may need to disconnect Your Communications Line. You accept that this may temporarily interrupt any other services that You receive from Us or any third party through Your Communications Line. We will use Our reasonable endeavours to reconnect Your Communications Line without delay.
10.3 To the extent that We need to make any changes to this Agreement, as a consequence of Our change of Carrier, We will do so by sending notice to You in accordance with clause 8.4.
11.1 If You wish to join our referral scheme then additional terms (as posted on Our Web Site and as amended from time to time) shall apply. By joining the referral scheme You agree to comply with these additional terms.
12 Complaints and Disputes
12.1 Our Complaints Code of Practice sets out full details of how We handle complaints and resolve disputes relating to Our Services. If You have a complaint about any of Our Services You should raise it with Us in accordance with the details set out in this Code of Practice. You can find a full copy of Our Complaints Code of Practice on the Website.