Network services Terms and Conditions
HCLTerms & Conditions
1.Definitions
1.1The following words have the following meaning:
(HCL)means Hiline Communications Limited
(Calling Line Identifier) means telephone number
(Contract)means the contract for the provision of the Services between HCL and the Customer of which these terms and conditions form part. There is no minimum term.
(Customer)means a customer of HCL, to whom the Services are supplied under the Contract
(Monthly Rental) means the rental of an analogue or digital line, ADSL,Broadband or other data services, of geographic or non geographic number or service. To be charged in advance.
(Service Agreement) means the completed order form which details the Services selected by the Customer and to which these conditions are incorporated
(Reconnection Charge) a charge for reconnecting the Service
(Service Commencement Date) means, in respect of a Site, the date on which HCL commences the supply of the Services; (Services) means such fixed line telecommunications services that are supplied to the Customer as specified in the Service Agreement;
(Site)means the location at which the Services are to be provided as specified in the Service Agreement form.
(Notice)means communication stating intent, deliverable in writing, by electronic means or verbally.
(Inclusive)means in this contract, ‘included in but limited to’.
(Unlimited)means included in but subject to fair use policy.
1.2A reference to an Act of Parliament in the Contract includes any amendment, replacement or re-enactment and includes any by-laws,statutory instruments, rules, regulations, orders, notices,directions, consents or permissions made under it and any conditions imposed by it.
1.3 Headings are inserted for ease of reference only and do not affect the interpretation of the Contract.
1.4 Unless the context otherwise requires, the singular includes the plural and vice versa.
2.Provision of Services and Cancellation
2.1 HCL shall provide the Services on behalf of HCL at each Site from the Service Commencement Date until the Services are cancelled at the Site or the Contract expires or is terminated in accordance with the terms of the Contract. HCL shall not be obliged to provide Services until it is satisfied with the status of the Customer and formally accepts in writing a properly completed Service Agreement form.
2.2 The Contract shall remain, subject to earlier termination in accordance with these terms.
2.3 HCL shall use all reasonable endeavors to provide the Services in a reliable manner and in accordance with good industry practice. The Customer must notify HCL as soon as it becomes aware of any fault in the Services and HCL will use all reasonable endeavors to correct any fault as soon as reasonably practicable.
2.4 If installation is offered 'free of charge'. This is on condition that HCL are offered this by our provider. If after a survey there are additional cost involved to provide the service, we will notify the customer of such costs and the customer must agree to these costs before installation will be carried out.
2.5 In all cases provision of service is subject to survey and subject to any limitations provided upon it by our providers, even where limitations were unknown on acceptance of an order.
2.6 An offer to provide services may be withdrawn by HCL at any time proir to the installation.
2.7 The customer must be aware that services may not be provided on the agreed date due to matters beyond our control. The customer agrees to make provision for this in terms of back up services if the provision of a service affects the running of their business. HCL will not be liable for any loss in any way, or liable for the cost of such services.
3.Changes to the Services
3.1 HCL may at any time change the Services:
(a)If it needs to do so to comply with any applicable safety or other statutory requirements; or
(b)Where the change does not materially detract from the quality or performance of the Services.
3.2 HCL will not be liable for any charge for the change to the Services made under this Clause.
3.3 Any telephone number provided to the customer for their use remains the property of HCL. HCL reserve the right to change, modify or withdraw the number at any point by giving notice to the customer. HCL will have no liability of costs as a result of any change,including but not limited to details in clause 9.4.
4.Compliance with laws and obligations
The Customer must ensure that it complies at all times with all laws and obligations, applicable to the Customer. HCL will have no liability under the Contract for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations or does not obtain such consents or approvals.
5.Provisions relating to Services
5.1 The Customer will use the Services in accordance with any reasonable operating instructions HCL may provide.
5.2 The Customer will be responsible for ensuring that the Services are not used for the sending of any defamatory, offensive or abusive, or obscene or menacing material or in a manner which infringes the rights of any person (including rights of copyright or confidentiality) and if HCL incurs any liability to any person or expense in any way connected with any such use then the Customer will promptly reimburse such amounts to HCL.
5.2 The customer will allow HCL or any third party it wishes to use,access to the site where the service is to be installed or provided.Additional cost will be incurred if access is not available on the date specified for this purpose.
5.3 The customer agrees to accept any additional costs incurred for the installation or provision of services once notified, or any cancellation charges if these costs are not reasonably accepted after the provision of service.
6.Suspension of Service
6.1 HCL may, without terminating the Contract, immediately suspend part or all of the Services until further notice if:
(a) HCL would be permitted to terminate the Contract under Clause 8.1; or
(b) HCL is obliged to comply with an order, instruction or request of Government, an emergency services organization, or other competent administrative authority. HCL will give the Customer the maximum period of notice practicable in the circumstances if it needs to suspend the Services for this reason.
6.2 If it is necessary for HCL to suspend the Services under Clause 6.1(b), it will do so for as short a period as is practicable in the circumstances.
6.3 If HCL suspends the Services due to any event in Clause 6.1, this will not exclude its right to terminate the Contract later in respect of that or any other event, nor will it prevent HCL from claiming damages from the Customer.
6.4 HCL may also restrict Service if there is i) Excessive or unexplained use ii) Breach of Reasonable use policy
7.Charges and Payment
7.1 HCL will charge the Customer for the Services at the prices specified in the latest HCL price tariff or other relevant tariff, from time to time. HCL will invoice the Customer monthly in arrears for call charges and in advance for monthly rental and service charges and will collect payment by direct debit from the Customer’s account on or around seven working days following the date of the invoice. If HCL is unable to collect payment from the Customer using these methods HCL may require the Customer to pay all sums due under the Contract on demand.
7.2HCL reserves the right to charge daily interest on all amounts not paid in accordance with Clause 7.1 until payment is received in full in accordance with Clause 7.9 whether before or after judgment and this right to charge interest is without prejudice to HCL right to treat non-payment of sums due by the Customer as a repudiatory breach of the Contract.
7.3 All sums due to HCL under the Contract are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
7.4 HCL may at any time change the charges specified in the relevant price tariff by:
(a)Decreasing the charges without notice; or
(b)Increasing the charges by giving the Customer (where practicable) 30 days written notice.
(c)Ceasing of any package deals or combined tariffs.
7.5 HCL may, on seven days written notice to the Customer, stipulate are asonable monetary limit that will apply to all charges due or which may become due to HCL from the Customer, whether or not they have been billed by HCL. If at any time the amount of charges payable to HCL (whether or not billed) exceeds the stipulated monetary limit,HCL will immediately notify the Customer and any amounts incurred inexcess of the stipulated monetary limit will immediately become due and payable.
7.6 HCL reserves the right to reclaim any losses by charging the Customer if:
(a)The Contract, or any of the Calling Line Identifiers, are terminatedprior to expiry of the Contract (in accordance with clause 8.1 of theContract); or
(b)Any of the Calling Line Identifiers stop billing or passing traffic,for reasons other that those detailed in clause 8.2.
In(a) and (b) above, the charge will be based upon the Customer’shighest monthly spend under this Contract up to termination of theContract multiplied by six.
7.7 The Customer must pay HCL the Service Charges specified in the Service Agreement Form, or if none is specified, the Service Charge referred to in the Tariff Sheet throughout the Contract Term. The amount of the rental will depend upon how HCL classifies the line.The classifications are explained in our Tariff Sheet. HCL will usually ask The Customer to pay the Service charge in advance. If HCL supplies The Customer with temporary Service The Customer may have to pay the Service Charge in advance for the whole of the period for which The Customer requires the Service. The Service charge will be subject to VAT at the prevailing rate.
7.8(a) The Customer must pay all Service Charges and other charges and deposits as soon as The Customer receives the bill or request for a deposit and in any event within 14 days of the date of such bill or deposit request unless HCL otherwise agrees in writing.
(b)If the Customer cancels the Direct Debit Mandate for any reason and The Customer continues to use the service and has not paid all monies owed by cheque or electronic means, The Customer may be liable to pay a surcharge on each monthly invoice until the Direct Debit Mandate is re-instated by the Customer or payment has been received. If HCL has not received payment of the bill by the due data, HCL may disconnect the telephone service. If this is necessary the following conditions apply:
(i)The Customer may be charged a fee for reconnection to the Service.This fee applies regardless of the duration of the disconnection
(ii)If the Service is suspended because HCL have not received payment by the due date, a reconnection fee may be required in advance before the suspension is lifted.
7.9.If the Customer’s payment is late cancelled or dishonored, The Customer may be charged under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998, as amended, and interest shall accrue on all invoices at a rate of 2% per annum above the base rate together with compensation to offset the costs of collection of each such invoice.
7.10 If there is a dispute over the amount of charges, The Customer is not entitled to withhold payments for amounts not in dispute.
7.11 Any payments made by cheque will incur a 2% processing charge at HCL discretion.
7.12 In the event that the total monthly bill amount payable to HCL is less than ten pounds, HCL reserves the right to charge the Customer an administration fee of ten pounds.
7.13 Other payment terms may be offered to customers.
7.14 Additional charges will be applied for excessive use of Service,including, but not limited to download or upload quota of data services and Services or products with ‘Inclusive’ packages.
7.15 Any querry regarding mis charging will only be considered for the last 6 month of invoicing. It is the customers respincibility to confirm charging on an invoice is correct on a monthly basis and contact HCL if there are any issues.
8.Termination
8.1 Without prejudice to any other rights or remedies HCL may have(either under the Contract or at law), HCL may terminate the Contractor may cancel the Services at any Site immediately by serving notice on the Customer if:
(a)The Customer becomes Insolvent; or
(b)The Customer fails to make any payment when it is due under the Contract; or
(c)The Customer commits a breach of any material obligation under the Contract and (in the case of a remediable breach) fails to remedy the breach after receiving 30 days notice to do so from HCL; or
(d) HCL is not permitted by law to continue to provide the Services; or
(e)The Customer exceeds any limit stipulated by HCL pursuant to Clause 7.5 and the Customer does not ensure that it comes within the limit after HCL has made a demand for the amount of the stipulated limit pursuant to Clause 8.1.
8.2 The Customer may terminate the Contract immediately by serving notice on HCL if HCL commits a breach of any material obligation under the Contract, and (in the case of a remediable breach) fails to remedy the breach within 30 days of receiving written notice to do so from The Customer.
8.3 In this Clause 8(Insolvent) means any one or more of the following events occurring to a party:
(a)A meeting of the other party’s creditors, or any class of them, is called (whether formal or informal) or the other party enters into any composition or arrangement (whether formal or informal) with its creditors; or
(b)A proposal is made for a moratorium or a voluntary arrangement under Part 1 or the Insolvency Act 1986
(c)The other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 provided that the other party shall not be unable to pay its debts for the purposes of this condition if any such demand as is mentioned in the Sections is being contested in good faith by that party; or
(d)The holder of a qualifying floating charge as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, has taken steps to enforce his security; or
(e)A notice of intention to appoint an administrator or application for the appointment of an administrator has been made by the other party,its directors, any creditor or third party or for the appointment of a receiver or provisional liquidator; or
(f)A resolution is passed (or a meeting convened, or a written resolution circulated with a view to a resolution), a petition is presented that has not been withdrawn or an order made for winding up the other party; or
(g) Any distress, distraint, charging order, execution or other process is levied or enforced on any of the other party’s property and is not satisfied, withdrawn or discharged within 14 days; or
(h)The other party has ceased to trade or threatened to cease to trade;or
if anything analogous to any of the events in this clause shall occur under the law of any jurisdiction to which that party is subject.
8.4 If HCL suspends the Service because The Customer breaks this Agreement, the Agreement will continue. The Customer must pay HCL Service Charges until HCL end the Agreement by giving notice under paragraph 8.1, or the Agreement is otherwise terminated by either party giving the other notice.
8.5 If HCL end the Agreement in accordance with this paragraph 8.5, The Customer will still be liable to pay to HCL all sums owing as at that date and this will not affect any other right or remedy that HCL may have against the Customer.
8.6 HCL may, by giving 60 days notice, request the customer transfers any or part of the services provided by HCL, to another provider.
9.Limitation of Liability
9.1 Neither party is liable to the other party except as expressly set out in the Contract, and has no other obligation or liability whatsoever in contract, tort or otherwise to the other party.
9.2 Nothing in the Contract excludes or restricts either party’s liability:
(a)For death or personal injury resulting from that party’s negligence or its employees negligence while acting in the course of their employment; or
(b)Arising from a breach by that party of its statutory duty under section 41(1) of the Consumer Protection Act 1987, not to contravene any obligation contained in safety regulations made under section 11 of the Consumer Protection Act 1987.
9.3 Unless otherwise expressly stated and subject to Clause 9.5, either party’s liability in contract, tort or otherwise including any liability for negligence howsoever arising out of or in connection with the performance of either party’s obligations under the Contract is limited to £50.00 for one event or series of related events and £100.00 in total for all events arising in any twelvemonth period.
9.4 In no circumstances shall HCL be liable for any losses or damages which may be suffered by the Customer, (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories
(a)Any loss of profits (whether direct or indirect); (b) loss of business; (c) loss of revenue; (d) loss of goodwill; (e) loss of anticipated saving; (f) loss of opportunity; and/or (g) indirect or consequential loss or damage.
9.5 HCL liability to the Customer in contract, tort or otherwise(including any liability for negligence) arising out of a failure by HCL to make available Service as part of the Services shall in no circumstances exceed £50.00 in any year of this Contract.
9.6 The Customer acknowledges that it is solely and personally liable for any termination charges arising in the event that it terminates a contract with another telecommunications service provider.
9.7 The Customer acknowledges that it is solely liable for any losses arising from any fraudulent use of its telephone lines and systems by third parties.
9.8 The Customer warrants that all information provided by the Customer to HCL is correct and that, in the event that HCL receives incorrect information from the Customer or the person completing the Customer’s sign up form on behalf of the Customer, HCL will not be liable for any loss or inconvenience arising as a result.
9.9 The Customer acknowledges that the charges due under the Contract have been calculated with reference to HCL liability position under these conditions and the Customer is advised to insure against any losses which are not the responsibility of the HCL as set out in Clause 9.4 above.
9.10 Neither party will be liable to the other for any failure to comply with its obligations under the Contract to the extent that this liability arises as a result of the failure by the other party to fulfill its obligations under the Contract.
9.11 Any condition or warranty which might otherwise be implied or incorporated within the Contract by reason of statute or common law or otherwise is hereby expressly excluded.
9.12 The provisions of this Clause continue to apply despite the termination or expiry of the Contract.
10.Force Majeure
10.1 Neither party will be obliged to carry out any obligation under the Contract (other than the Customer’s obligation to pay under clause 7) where performance of such obligation is prevented due to any cause beyond the first party’s reasonable control, including but not limited to, any act of God, severe weather, failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage or labour dispute,the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, the obstruction by a third party of line of sight between microwave installations, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of the Services or both resulting from the same or a similar type of force majeure event.
10.2 If any event described in Clause 10.1 lasts for more than three months from the date of its commencement and that event prevents either party from performing all or a material part of its obligations during that period either party may, by giving 14 days written notice to the other party terminate the Contract.
10.3 All amounts owed by the Customer to HCL shall become immediately due and payable in full on demand and the Customer must immediately stop using the Services to the extent that they have been cancelled or the Contract has been terminated.
11.Information and Confidentiality
11.1 The Customer will promptly provide HCL (free of charge) with any information HCL may reasonably require to enable it to proceed with the performance of its obligations under the Contract, including any information which HCL may reasonably request for the purpose of credit verification and debt collection purposes and the Customer permits HCL to use such information and to provide it to third parties acting on behalf of HILINE COMMUNICATION LTD for such purposes.
11.2 Subject to Clause 11.3, neither the Customer nor HCL will use, copy,adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to the Contract and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain other wise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
11.3 The Customer acknowledges that HCL may, and permits HCL to, use information about the calls made including but not limited to origin,destination, duration, route and time, so that HCL:
(a)Can perform its obligations under the Contract and maintain or upgrade the quality of the telecommunications services it provides or offers; and
(b)Can collate the information and other customers’ information to produce non-customer-specific statistics to assist HCL in its business planning.
11.4 Both parties shall comply with the Data Protection Act 1998 when dealing with information given to the other party under the Contract.
11.5 In order for HCL to provide the Services, it may be necessary for any Personal Data (as defined in the Data Protection Act 1998) provided by the Customer to be disclosed to HCL service providers or agents.This may involve transferring the Personal Data to countries out side the United Kingdom.
11.6 In order to assist HCL to make credit decisions about the Customer,to prevent fraud, to check the Customer’s identity and to prevent money laundering, HCL may search the files of credit reference agencies that will record any credit searches on the Customer’s file. HCL may also disclose details of how the Customer conducts it account to such agencies. The information will be used by other credit grantors for making credit decisions about the Customer and the people with whom the Customer is financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors.
11.7 HCL may share the Customer’s information with other third parties. HCL or such third parties may contact the Customer by mail,telephone, SMS, fax or email to provide details of any goods,services or promotions, which may be of interest to the Customer. If the Customer does not wish to receive such information please write to the Data Protection Compliance Office but remember that this will preclude the Customer from receiving details of any special offers or promotions.
11.8 By signing and returning the Service Agreement form or authorizing HCL customer service representative to complete an Order Form on the Customer’s behalf, the Customer is providing HCL with its consent to the processing of Personal Data in this way.
12.Notices
12.1 Notices given by HCL shall be sent to the Customer’s address specified on the front page and invoices shall be sent to the
Customer ‘s billing address set out in the schedule, each as varied by notice in writing from time to time. Notices to HCL from the Customer must be the registered company address. Notices given under the Contract must be given in writing.
13.Assignment
13.1 Subject to Clause 13.2, the Customer may not assign or try to assignor otherwise deal with any of its rights and obligations under the Contract without HCL prior written consent.
13.2 HCL may assign, sub-contract or otherwise deal with all or any of its rights and obligations under the Contract.
14.Change to the Contract
14.1 Notwithstanding any other provision of the Contract, HCL may change the Contract at any time by notice in writing to the Customer if it needs to do so to comply with any law or statutory obligation and will use its reasonable endeavors to ensure that any change to the Contract does not result in any deterioration in the Services.
14.2 HCL may make any other changes to the Contract as it may require on 60 days notice to the Customer. If the Customer does not accept the changes it may terminate the contract on 30 days notice to HCL.
14.3 If the Contract is terminated in accordance with Clause 14.2 all amounts owed by the Customer to HCL shall become immediately due and payable in full on demand and the Customer must immediately stop using the Services.
15.General
15.1 Failure by either party to enforce any of its rights under the Contract is not to be taken as or deemed to be a waiver of that right unless the waiving party acknowledges the waiver in writing.
15.2 Part or all of any Clause of the Contract that is unenforceable or illegal will be severed from the Contract and will not affect the enforceability of the remaining provisions of the Contract.
15.3 Each party acknowledges that the Order Form together with these conditions constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Contract and supersedes all prior discussions, understandings and agreements between the parties and their agents.
15.4 The Contract shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts except that HCL may seek injunctive relief outside such jurisdiction.
16.Fair use policy
16.1 Use of Service is provided subject to limits. Continuous connection or use is not considered as ‘fair use’ HCL will at its discretion disconnect or restrict use of Services to protect its commercial interests.
16.2 Continued excessive use of Services will result in additional charges
16.3 HCL reserve the right to restrict the use of any Service..