Communication Terms

Your Agreement with Crosstek IT Ltd (Company No. 4394349) of Platt Barn, Bullen Court, Bullen Lane, East Peckham, TN12 5LX (“We”, “Us” “Our” “Crosstek” “Crosstek IT”) (this “Agreement”) is made up of the following documents.

 

(together the “Contract”)

THE SERVICES AND USE OF THE SERVICES

  1. Definitions
    • The following terms shall have the following meanings:

 

“BT” means British Telecommunications plc;

“Call” means a signal message or communication, which is silent, spoken or visual on each Line that we agree to provide to you under the Contract;

“Conditions” means these terms and conditions for communication services;

“Content” means textual, visual or other information, software, photos, video, graphics, music, sound and other material appearing on or available through the Services including all information supplied by third party content providers from time to time;

“Device” means any mobile device including without limitation mobile phones, smart phones, laptops, tablets and other portable telecommunication equipment;

“Equipment” means any equipment provided to you by us in the course of performing the Services, including without limitation any mobile phone or other Device we supply you with;

“Line” means a connection to our Network or that of our suppliers, whether direct or indirect;

“Minimum Spend” means in relation to each Service the monthly minimum spend commitment as outlined in the Service Agreement or the Tariff or otherwise in any agreed tariff plan referred to in the Service Agreement constituting the minimum amount you agree to pay to us each month for that Service regardless of your actual use of the Service;

“Minimum Term” means the minimum period of service for each Service as shown on the Service Agreement, such period to start on the date on which the relevant Service is first made available to you for use;

“Mobile Service” means mobile telephone or internet services;

“Network” means a mobile network;

“Our Equipment” means Equipment provided to you by us ancillary to providing the Services and which remains in our ownership at all times;

“Rental Equipment” means the equipment identified on the Service Agreement or otherwise notified to you in writing that we will rent to you as part of our provision of the Services and which will return to us after expiry or termination of the Contract, subject to the provisions of the Contract;

“Sale Equipment” means the equipment identified on the Service Agreement or otherwise notified to you in writing or email that we will sell to you, subject to the provisions of the Contract;

“Service” or “Services” means all or part of the Services explained in paragraph 2 or identified in the Service Agreement and any related services that we agree to provide to you under the Contract;

“Service Agreement” means (i) where you place an order with us by telephone, the confirmation of order accompanying these Conditions, or (ii) where you place a written order, the document you sign when you become our customer, in each case detailing, amongst other things, the Services you wish to receive the Services for and the Tariff at which you will be charged and which forms part of the Contract;

“Service Charter” means Crosstek’ service charter as amended from time to time;

“Start Date” means the date we make each of the Services (as applicable) available to you for use;

“Tariff” means the tariff rates for the Services as applicable from time to time;

“Wireless Services” means the wireless telecommunication services;

“Year” means a period of 12 months commencing on the Start Date and each 12-month period thereafter during the term of the Contract;

“You” “Your” means the person, company, firm or other entity identified as the customer in the Services Agreement.

 

  1. Provision of the services

 

 

For the avoidance of doubt, the specific Services to be provided to you under the Contract shall be detailed in the attached Services Agreement.

 

 

  1. If we, in our reasonable opinion, consider that your bandwidth usage profile is abnormal or out of the ordinary (including without limitation high levels of bandwidth use in a given period based on our experience we have the right to take such action as we deem appropriate (including but not limited to in accordance with our other obligations under our agreements with our broadband suppliers) which may include without limitation, restricting or suspending your use of the Broadband Service on a temporary or permanent basis, and/or increasing the charges you pay for the Broadband Service in accordance with paragraph 2.12(d).
  2. We will inform you in writing if we impose any restrictions on your use of the Broadband Service.
  3. Your use of the Broadband Service is entirely at your own risk. We will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious contract that you may receive while using the Broadband Service notwithstanding that there may be a firewall contained in Equipment supplied in connection with the Broadband Service.
  4. In the event that your use of the Broadband Service exceeds reasonable levels, we shall be entitled to make such additional charges as may be necessary to cover our costs of providing such excess. This applies even in the event of usage arising from fraudulent or illegal activity whether by your employees, contractors, agents or third parties. It is your responsibility to prevent such usage and to deal with the consequences. Crosstek will use its reasonable endeavours to mitigate your charges in such circumstances but cannot guarantee to do so.

 

  1. If you allow anything to be done which in our reasonable opinion may have the effect of jeopardising the operation of the Wireless Services, or our system or attainment of the Service Charter; and
  2. If in our reasonable opinion the Wireless Service is being used in a manner prejudicial to your interest or that of any of our customers and/or us: or
  3. Because of an emergency or upon instruction by emergency services or any government or appropriate authority (including the Network operator) or for your own security.
  1. At our discretion we may suspend any Device from making Calls (other than to the emergency services) and/or disconnect the Device (on a temporary or permanent basis) if we have reasonable cause to suspect fraudulent use of any payment method, the Device’s SIM card or the Device itself, or if the Device is identified as having been stolen.
  2. During any period of suspension arising from the circumstances detailed paragraph 2.13(i) A) to F) inclusive and/or 2.13(j) above, you shall remain liable for all charges levied in accordance with the Contract.
  3. If we agree at our sole discretion to re-instate the Service following a suspension or disconnection, you may be liable for a re-connection fee if the suspension or disconnection is due to your default or any act or omission committed by you or using your Device.
  4. You acknowledge that the current statutory provisions relating to wireless telegraphy and telecommunications services apply to your use of Services via a Device and/or SIM Card and in addition you must generally observe the Wireless Telegraphy Act of 1949 to 1967, the Telegraphy Act 1984, (as amended from time to time) and any other relevant legislation, statutory instruments, and comply with any directions made by the Director General of the Office of Telecommunications of the Secretary of State;
  5. You agree that you shall:
    1. Not use or allow others to use the Service for any improper or immoral or unlawful purpose;
    2. Not act or omit to act in any way in which may injure or damage any personal property or the Network or howsoever cause the quality of the Service to be impaired.
  1. Provide us with all such information that we may reasonably require; and
  2. Only use the Device/SIM Card supplied under the Contract, which is approved for use with the Network or such other Device as we have approved in advance and in writing.
  1. Our minimum Call charge is as published by the relevant Network at the time of the Contract being signed.
  2. Dependant on the Network you have signed up to, there may be a charge for you to receive a Port Authorisation Code (PAC) should you wish to move to an alternative provider after the expiry of the minimum contract term.
  3. In certain circumstances (such as non payment by us of amount due to our providers), our benefits and obligations relating to such mobile airtime Services under the Contract may revert in full to our providers and amounts due by you to us may become due directly to them and they will thereafter provide all customer service, invoicing and cash collection processes to you in respect of such Services.
  4. The Services may enable access to Content. You may only use Content in a way that does not infringe the intellectual property or proprietary rights of others. We or our service providers (as applicable) may vary Content, access to Content or the technical specification of the Service in a way that might affect the Content from time to time. You are solely responsible for assessing the accuracy and completeness of Content.

 

 

  1. All VoIP system telephone licences howsoever made available to you, shall remain our property at all times. You shall not be entitled to sell, share or transfer in anyway the VoIP licences to or with any third party without obtaining our prior written consent.
  2. Although our VoIP Services can often work with third party broadband suppliers’ networks (“Third Party Network”), we do not give any assurances of Call quality or system functionality where you use the VoIP Services with or in conjunction with any Third Party Network as these networks are outside of our direct control.
  3. Where you use a Third Party Network and/or your own equipment in relation to the VoIP Services you shall be responsible for securing adequate quality of service and/or firewall rules in order to ensure that sufficient bandwidth and connection speed is reserved and available for the VoIP Services.
  4. Should you use a Third Party Network and you experience bad call quality, it is your responsibility to contact your supplier to resolve these issues. If you require our help, then you must request such assistance in writing and we will charge you on an hourly basis to help resolve this issue. These charges are levied and you shall be liable to pay the charges even if the issue is not resolved.
  5. You are liable for any rental fees associated with the Service for the period of the Contract. Should you wish to cancel before the Contract for rental Services has expired please refer to 16.2.
  6. You accept that you do not own any number(s) provided to you under this Contract (each a “Number”) and that this Contract is personal to you. Therefore, you have no right to sell or to agree to transfer any Number(s) provided to you by us in connection with the Services and you must not do so or try to do so.
  7. You also accept that we have the right to reallocate to a third party any Numbers that are provided to you for use with the Services but that you do not use for a period of six (6) months. However, provided you continue to pay any recurring rental charges for the relevant Number(s), we shall not exercise this right.

 

 

 

 

 

 

YOUR INFORMATION

We may occasionally monitor and record calls to or by us relating to customer services and telemarketing calls made by us, for the purpose of training and improving customer care services, including complaint handling. We and/or our suppliers may also record 999 and 112 calls.

 

YOUR OBLIGATIONS

You must pay the charges for the Services according to the applicable Tariff. This applies whether you or someone else uses the Services and whether the Services are used with your full knowledge and consent or otherwise. (This means by the way of example but not by way of limitation that you are liable to pay for all Calls made as a result of “rogue diallers” and unbarred premium rate numbers.) We may vary the charges set out in the Tariff as explained in paragraph 18.2.

The Service Agreement sets out whether installation costs are payable for the Services we have agreed to supply to you. However, we may be unable (due to a third party constraint) to tell you when you place, or we confirm, your order for the Services how much these installation costs will be. If this is the case, we will use reasonable endeavours to give you an estimate of how much the installation costs will be prior to the commencement of the installation work but this shall be an estimate only and you agree to pay all installation costs actually incurred.

You must pay for the charges for any Sale Equipment that we supply to you. We will invoice you for the Sale Equipment in the next invoice that we send to you (in accordance with paragraph 10.4) following the date on which we dispatch the Sale Equipment to you. You shall also pay the rental charges for any Rental Equipment that we supply to you, and we shall invoice you for this on a monthly basis in accordance with paragraph 10.4.

You will incur charges from the time any part of a Service is used or received except in the case of Services subject to a periodic rental, in which case you will incur charges from the date the Service is made available for use. We will usually ask you to pay the rental in advance and your first invoice will include both one month’s rental services from the beginning of the Contract up to the beginning of the first complete month, where appropriate call and other charges will be invoiced in arrears. We will calculate the charges for Calls using the details recorded by our Network.

Our standard credit terms are payment within fourteen (14) days of date of invoice by direct debit and these are the credit terms which will apply to the Contract unless we have agreed otherwise in writing. You must pay all charges and rental with the credit terms which we have agreed with you in writing and any advance payments and deposits when we ask for them.

You hereby acknowledge and agree that we have agreed to supply the Services to you at the agreed Tariff and charges on the basis that you have committed to the Minimum Spend and Minimum Term commitments.

Any failed collection or cancellation of a Direct Debit by you will incur a charge of £30 per collection attempt. We will notify you of a failed collection attempt. Such fee shall be added to your next invoice or shall be invoiced for and payable with immediate effect.

  1. without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998 and/or under Part 44 of the Civil Procedure Rules, you will additionally pay to us as a debt all costs which we incur in taking steps to recover any money you owe us (and the costs of recovering such costs) including but not limited to all and any costs which we incur with lawyers, debt collection agencies and/or bailiffs to recover or to try to recover that money from you.

 

 

You agree to comply with our reasonable instructions relating to the Services and any Equipment we supply to you in connection with the Services.

Nobody must use the Services:

  1. to make abusive, defamatory, obscene, offensive, indecent, menacing, disruptive, nuisance or hoax Calls, emails or other communications or Calls, emails or the other communications in breach of privacy or any other rights;
  2. to send, knowingly receive, upload, display, download, use or re-use material which is abusive, defamatory, obscene, offensive, indecent or menacing or in breach of copyright, privacy or any other rights;
  3. to send and receive data in such a way or in such amount so as to adversely affect the Network (or any part of it) which underpins any Service or to adversely affect our other customer or customers of our suppliers;
  4. for the carrying out of fraud, an unlawful activity or a criminal offence or in a way which does not comply with the terms of any legislation;
  5. in a way that does not comply with any instructions given by us to you under paragraph 11.1;
  6. to obtain access, through whatever means, to restricted areas of the underlying network; or
  7. in a way which (in our reasonable opinion) brings our name into disrepute, or which places us in breach of our legal or regulatory obligations;
  8. to establish, install or use a GSM Gateway without our prior written consent (which we may withhold at our absolute discretion), and you must make sure that this does not happen. The action we can take if this happens is explained in paragraph 15. If we incur any loss, damages, liability and/or costs because the Services are misused in these ways by you, you will indemnify us and keep us indemnified in respect of any sums we are obliged to pay and/or costs we incur in connection with such misuse.

If you use the Services for business purposes, you will indemnify and keep us indemnified against any loss, damages, liability and/or costs that we may incur as a result of any claims that anyone (other than you) threatens or makes against us because the Services are faulty or cannot be used by them.

When we provide your Line rentals, we will route your calls through our Network. No other service provider may route these calls or attempt to do so, and if they do we reserve the right to bar these calls.

REPAIRING FAULTS

LIMITATION OF LIABILITY

 

 

If we cannot fulfil, or are delayed in fulfilling, our obligations under the Contract because of something beyond our reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind, (including those involving our employees or suppliers), we will not be liable to you for this.

 

 

 

CHANGING AND TERMINATING THE AGREEENT

 

 

If you want to terminate the Contract in respect of a Service prior to the end of the Minimum Term for the relevant Service (other than because we have materially altered the conditions of the Contract under paragraph 19.3) you must give us at least (60) days’ notice in writing and we will levy a cancellation charge calculated in accordance with the following:

  1. Each Service for which a monthly rental charge is payable – number of months remaining of Minimum Term for that Service multiplied by the monthly rental; and
  2. Call Spend – number of months remaining on Minimum Term multiplied by the monthly Minimum Spend or multiplied by the average monthly call spend calculated on the previous 6 months Call spend, whichever is the greater, in each case less a discount sum, computed on the basis of a 5% discount for a full year of early payment, and a pro rata lesser sum for a shorter period or greater sum for a larger period.

 

  1. VoIP Services – £95.

 

If you ask us to make any change to the Services or Rental Equipment, we will ask you to confirm your request in writing. No action will be taken by us to carry out the change until we have received your written confirmation. If we agree to a change, the Contract will be changed when we confirm the change to you in writing or email.

We may change the terms and conditions of the Contract (or any document comprising part of the Agreement, including the Tariff and otherwise our charges for our services) at any time if we give you fourteen (14) days’ notice. We will notify you of any changes with your monthly invoice at least two (2) weeks before they take effect.

If a change made by us in accordance with paragraph 18.2 has a materially adverse effect on the Services we provide, no termination charges will be payable by you if you wish to terminate the Contract or any of the Services before the end of the Minimum Term applicable to each of the Services.

 

GENERAL CONDITIONS

 

Any notice given under this Agreement must be delivered by hand or sent by email or first-class prepaid post as follows:

 

Entire Agreement The Contract (including these conditions, the documents referred to in them, the Service Agreement and any conditions relating to specific Services) constitutes the entire agreement between you and us for the Services and supersedes all other written, recorded and oral communications between you and us in connection with the Services.

If any of these Conditions or any term or condition of the Contract is deemed invalid, void, or for any reason unenforceable under the laws of any jurisdiction, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition in that jurisdiction and the validity and enforceability of the whole of the Contract shall not be affected in any other jurisdiction.

You acknowledge that you have not been induced to enter into this Agreement by, no have you relied upon, any presentation, promise, assurance, warranty or undertaking (whether written or oral) by or on behalf of us or any other person save for those set out in this Agreement, except in the case of fraud.

No failure to exercise, nor delay in the exercise, by us of any right, power, privilege or remedy under the Contract shall impair, or operate as a user of such right, power, privilege or remedy.

Any terms and conditions of the Contract which are expressed to survive expiry or termination shall survive expiry or termination of the Agreement however caused.

A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

The Contract shall be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

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