1. General
1.1 The terms and conditions in this contract are the sole terms and conditions of the contract between Vadtel Limited and the Customer. No variation or modification of these terms of conditions and no agreement made, Purported to be made, between Vadtel Limited and the Customer inconsistent with these terms and conditions shall be valid, or of any affect, unless made in writing and signed by a director of Vadtel Limited.
1.2 No alteration to the equipment i.e. increase/decrease in configuration, modification or re-installation to another site, can be Carried out by engineers other than Vadtel Limited engineers, to which a reasonable market rate will be charged. Any unauthorised changes found will make the agreement invalid and changes due for the remaining period of the contract will be payable to Vadtel Limited unless otherwise agreed in writing by a director of Vadtel Limited.
1.3 Vadtel may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Vadtel will publish the details of the updated conditions on the Vadtel website www.vadtel.co.uk a minimum of two weeks prior to the changes coming into effect.
2. Our Duties
2.1 You engage us and we agree to provide and carry out only at the installation address during the term the following maintenance service subject to the exclusions in Clause 5 using reasonable skill and care.
2.2 We will maintain or procure the maintenance of the equipment at the installation address shown overleaf in efficient working order during the term.
2.3 We will use all reasonable endeavours to arrive within 16 working hours for above 50% failure, (being 9.00a.m. – 5.00p.m. Monday to Friday excluding public holidays).
2.4 We do not maintain any 2 wire devices, not originally supplied by Vadtel.
3. Your Duties
3.1 You shall at all times: orally notify us immediately of any fault in the equipment and/or any repair necessary and then confirm your notification in writing and promptly provide us with any information which we reasonably require to enable us to proceed uninterruptedly with the performance of this agreement.
3.2 Afford out staff and our other authorised personnel full and safe access to the installation address and the equipment to enable us to carry out the maintenance services.
3.3 Provide us with, and responsible for, the safety of such adequate free working space and facilities as may be necessary for the performance of this agreement.
3.4 Comply with all statutory requirements (including those relating to health and safety) which apply to the maintenance services and institute safe systems of work at the installation address.
3.5 Promptly inform us about any facts or opinions of which you become aware which are likely affect our obligations under this agreement.
3.6 Keep the equipment at the installation address except as provided in clause 1.2, not yourself maintain, service, repair, adjust, tamper, replace, alter or
3.7 move the equipment or the extension wiring.
3.8 Vadtel reserve the right to access the equipment by means of remote dial in for any purpose.
4. Payment
4.1 The maintenance fee for the 1st year of the term shall be due on the commencement date, the second and subsequent maintenance fees shall be due on the first day of the month in which falls each anniversary of the commencement date or annually on a previously agreed payment date. All customers maintenance charges must be paid monthly in advance via Vadtel’s direct debit system in all cases. Vadtel reserve the right to charge an additional fee of £10per month for non direct debit customer payments. Payments can be made by credit or debit cards, in such cases a processing fee of up to £5.00 for debit cards and up to 5% for credit card transactions will be applied in all cases.
4.2 Payment on this time is an essential condition of this agreement.
4.3 Payments will be made to Vadtel Limited no longer than fourteen days from invoice.
4.4 We may (without prejudice to our other rights and remedies)
4.4.1 If any payment is not made on the due date the client will be responsible for all reasonable cost incurred in the recovery of any outstanding balance (including the employment of a debt collection agency and all potential legal costs). Debt collection charges will be levied against the value of the outstanding debt at the prevailing rates: between £100.00 and £2000.00 a charge will belevied of 18%, between £2001 & £5000.00 will be charged at 10%, between £5001.00 & £15000.00 will be charged at 8%, any balance above £15001 will be charged at 6%. Any debt for collection outside of the United Kingdom (England, Scotland, Wales, Northern Ireland) will be subject to a further additional charge imposed by the International agencies contracted to act on the behalf of the debt collection agency. The interest will be payable on demand. Whilst out standing payments are not received. Vadtel Limited reserve the right to suspend the contract and not provide maintenance services.
4.4.2 Theft, loss or destruction of or damage to the equipment shall not affect your obligations under this clause.
4.4.3 Vadtel shall investigate wilth all good faith any allegation of manifest error in an account and shall inform you of the outcome of such investigation. Any refund or any charges wrongly debited to you shall be made only where Vadtel accepts manifest error and only be backdated by 3 months. This will be paid by way of credit to your next following Vadtel Invoice.
4.4.4 If a Direct Debit has not been setup with Vadtel Ltd for your services an additional fee of £5 will be added to your monthly invoice as an administration fee.
5. Warranty and Liability
5.1 You acknowledge and agree that:
5.1.1 You are in a better position than we are to foresee and evaluate any potential damage or loss that you may suffer in connection with the maintenance Services or any other service provided by us under this agreement; and
5.1.2 The maintenance fee has been calculated on the basis that we will exclude or limit our liability as set out in clauses 5.2 and 5.4
5.2 Our total liability to you, whether directly to you by reason of indemnity or contribution in respect of your liability to any third party, for any negligent acts or omissions of our employees, agents or subcontractors:
5.2.1 Resulting in damage to property shall be limited to £1 million
5.2.2 In respect of fraud or dishonesty shall be limited to the return to you of up to the maintenance fee paid pro-rate to the date of the offence. These limits shall apply separately to each and every claim against us provided that where any one act or emission or series of two or more connected acts or emissions gives rise to more than one claim, the limits shall apply to the aggregate of all the claims as though they were a single claim.
5.3 We do not limit or exclude our liability for death or personal injury caused by the negligence of our employees, agents, or sub contractors.
5.4 Notwithstanding anything else contained in this agreement, we shall not be liable to you for.
5.4.1 Any failure of the equipment due to:
5.4.1.1 Use not in accordance with manufacturer’s instructions, unauthorised repair, or use of accessories.
5.4.1.2 Foreign bodies, negligent use, wilful abuse or misuse.
5.4.1.3 Fire, flood, lightning, theft or act of God.
5.4.1.4 Any delay in the execution of any work of installation, replacement, alteration, removal or otherwise of, or, to the equipment, how ever so caused and any such delay shall not be sufficient cause of cancellation of this contract.
5.4.1.5 Any failure of defective working of the equipment due to any fault or failure or change in the electricity supply service, including power surges, power cuts, striking of lightning, and/or BT or any other service providers equipment and/or host PBX systems.
5.4.1.6 To repair, or be responsible for, any damage caused by the failure of electrical supply to the equipment.
5.4.1.7 In respect of accidental damage to the equipment or your property.
5.4.1.8 Economic loss including, but not limited to, loss of profits, revenues or goodwill (including any such loss or damage payable to you to a third party as a result of an action brought by a third party); or
5.4.1.9 Any other indirect or consequential loss (including any such loss or damage payable by you to a third party as a result of an action brought by a third party) even if the loss was reasonably foreseeable or we had been advised of the possibility of you incurring it and whether arising from negligence, breach of contract or of statutory duty or otherwise; or
5.4.1.10 any claims which have not been notified to us within 30 days of the date on which you knew, or should have known of the claim’s existence.
5.4.1.11 Should the customer report a fault(s) and Vadtel find that there is none or that the customer has caused the fault(s), Vadtel reserve the right to apply a charge at their standard rates for any work undertaken to discern the reported fault(s).
5.5 The express terms of this agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statue, common law, custom, trade usage, course of dealing or otherwise all of which are excluded to the fullest extent permitted by law.
6. Termination
6.1 This agreement may be terminated:
6.1.1 Maintenance Period and Charge:
(a) This Agreement shall start on the installation completion or live date and shall continue for the minimum term as stated on the face of this Agreement and thereafter the Client and Vadtel agree that the Contract shall automatically be renewed for a further Minimum Term of twelve months and will continue to renew in this manner for further minimum periods of twelve months until the contract is cancelled, such notice to be a minimum of 90 days prior to the next anniversary of the commencement date. Such notice shall be deemed to be received within a week of being posted by recorded delivery to the last known address of the party to whom it is given.
(b) The Annual Maintenance Charge for the initial period of 12 months shall be the charge specified on the front page of this document (‘the front’). For each subsequent year during the continuation of this Agreement the Annual Maintenance Charge shall be fixed according to the Maintainer’s current charges at the beginning of that year for the type and quantity of equipment (‘the Equipment’) specified on the front of this order and any pre-existing or subsequent equipment added during this contract term. The maintenance charge may be adjusted by a rate not exceeding 15% for the forthcoming twelve month period of cover. The Annual Maintenance Charge for each year during which this Agreement continues shall be paid before thedate on which that year begins together with any applicable VAT or other tax.
(c) If notice is given as above before the expiry of the minimum term shown then payment is due for the sum of the annual amounts up to the expiry date of the minimum term. If notice is given as above after the expiry date of the minimum term shown then payment is due up to the end of the current year of cover. If notice is not given as above and the contract is still before the last year of the minimum term then payment is due for the sum of the annual amounts up to the expiry date of the minimum term. If notice is not given as above and the contract is either in the last year or after the minimum term of the contract then payment is due up to the anniversary of the following year of cover.
(d) If Vadtel is prevented for an aggregate of 45 days or more from installing equipment or otherwise carrying out its obligations as a result of any delay, refusal, restriction or default by the Customer, then the Customer shall be deemed to have cancelled the order and the terms of clause 6.1.1(c) shall apply.
6.1.2 By us giving you 30 days notice and refunding the balance of any maintenance fee, if already paid.
6.1.3 Immediately by Vadtel in the event of any of the following circumstances:-
6.1.3.1 being a company has a receiver of administrative receiver appointed, passes a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of contempt jurisdiction makes an order to that effect, becomes subject to an administration order, enters into any voluntary arrangement with your creditors or ceases or threatens to cease to carry on business;
6.1.3.2 being a partnership (and whether in respect of the partnership or of any one or more of the partners) or an individual (I) is involved in any legal proceedings involving its solvency, (ii) commits an act of bankruptcy or is adjudicated bankrupt or (iii) enters into any composition or other arrangement with its creditors generally (or any class of them) or (iv) has proposals submitted for an individual voluntary arrangement or (v) has a receiver, administrative receiver or other creditors’ representative appointed over any of its assets or property or (vi) ceases or threatens to cease to carry on business:
6.1.3.3 fails to pay on its due date any sum due under this agreement;
6.1.3.4 commits any material breach of any term of this agreement (other than under clause 6.1.3.3) which, in the case of a breach capable of being remedied, is not remedied within 14 days of a written request to do so.
6.2 A termination under clause 6.1 shall discharge us from liability for further performance of this agreement and shall entitle us to enter the installation address or any of your premises and recover any equipment and materials which are our property (and so that you irrevocably license us, our employees and agents to enter the installation address or premises for that purpose).
6.3 Termination of this agreement shall not affect any accrued rights or liabilities of either party or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force or on after termination.
7. Force Majeure
7.1 We shall have no liability to you, or be deemed to be in breach of this agreement, as consequence of any of the following events:
7.1.1 flood, storm, severe weather conditions or other natural event:
7.1.2 war, terrorist action, hostilities, revolution, riot or civil disorder.
7.1.3 any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment, or materials (including any computer hardware or software or any records.
7.1.4 the introduction of, or any amendment to, a law or regulation, or any change in your interpretation or application by any authority;
7.1.5 any strike, lockout or other industrial action;
7.1.6 any obstruction of any public or private highway or road or any event which prevents or obstructs access to the site;
7.1.7 any breach of contract or default by, or insolvency of, a third party (including any agent or sub-contractor);
7.1.8 any other event outside our responsible control, whether similar or not to any of the foregoing.
8. Invalidity and Severability
8.1 In any provision of this agreement if found by any court of administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions of this agreement and all provisions not affected by the invalidity or unforceability shall remain in full force and effect.
9. Waiver
9.1 No delay or indulgence by either party in enforcing this agreement shall prejudice or restrict the rights of that party. A waiver of your right shall not operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and the rights, powers and remedies shall be cumulative
10. Warranty
10.1 You warrant to us that you have not been induced to enter into this agreement by any prior representations whether oral or in writing, except as specifically contained in this agreement, and you waive any claim for breach of prior representations.
11. Assignment
11.1 You shall not transfer this agreement or any of your rights and obligations under it, whether in whole or in part, without first obtaining our prior written consent.
12. Notices
12 All notices which are required to be given under this agreement shall be in writing and shall be sent to the address of the recipient set out this agreement or such other address as the recipient may designate but notice given in accordance with the provisions of this clause. Notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when dispatched.
13. Headings
13.1 Headings to clauses are for ease of reference only and shall not affect the interpretation or construction of this agreement.
14. Law
14.1 This agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
1. Definitions
In these conditions:
1.1 “Vadtel” means Vadtel Limited and any successor in title.
1.2 The “Customer” means any individual or group of individuals, partnership or company purchasing goods or services supplied by Vadtel.
1.3 The “Supplier” means any supplier of goods or services to Vadtel.
1.4 network provider” means the organisation that carries calls to and from the Customer and/or provides other network services to the Customer.
1.5 The “Installation Address” means the address for delivery and installation of the equipment stated on the equipment order.
1.6 “equipment” includes hardware and software supplied by Vadtel.
2. General
2.1 These terms and conditions of sale shall apply to all transactions between Vadtel and the customer and shall prevail over any purchase terms and conditions of the Customer and any correspondence unless specifically varied in writing and signed by an authorised officer of Vadtel.
2.2 No time or indulgence granted to the Customer by Vadtel, nor any relaxation of these Terms and Conditions, nor any failure to exercise any of its powers or partial exercise of them by Vadtel shall constitute a variation or waiver of these terms and conditions.
2.3 Where there are two or more parties as Customer they are liable individually and together.
2.4 The headings to these terms and conditions are for ease of reference only and do not affect their interpretation.
2.5 All descriptions, drawings and specifications in brochures or other advertising material are for general information only, and do not form part of any contract, unless expressly included.
2.6 Vadtel may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Vadtel will publish the details of the updated conditions on the Vadtel website www.vadtel.co.uk a minimum of two weeks prior to the changes coming into effect.
3. Quotations
3.1 Vadtel’s Quotations are valid for 30 days from date to date of issue unless otherwise stated. Orders by Customers are subject to acceptance by Vadtel.
3.2 Vadtel may cancel acceptance of an order within 45 days of a pre-installation survey. On cancellation Vadtel shall repay any Customer deposit already paid and neither party shall be liable to the other for any further sums. A pre-installation survey does not constitute any Part of this agreement.
3.3 Vadtel shall have the right to pass on increases in manufacturers and Suppliers prices between order and delivery at cost.
3.4 Carriage will be charged to the Customer at cost.
3.5 The Customer is solely responsible for all charges levied by the network provider.
4. Delivery inspection and installation
4.1 Delivery dates are quoted in good faith and take account of current lead times but are not guaranteed and Vadtel will not be responsible for delays or expense arising from the acts or omissions of others or matters outside its control.
4.2 In the case of contracts requiring installation:
4.2.1 Vadtel will deliver the equipment to the Installation Address.
4.2.2 the customer will store the delivered equipment in a safe environment until installation and will be responsible for any damage caused.
4.2.3 the Customer is responsible for checking that the installation is operating in accordance with the Customer’s expectations of its capabilities before Vadtel’s engineers leave the site.
4.2.4 if the Customer has entered into a hire agreement relating to the equipment the Customer will confirm its satisfaction with the equipment to the hire company immediately the hire company requests it or if later immediately the Customer is satisfied.
4.3 In all other cases:
4.3.1 Vadtel will deliver the equipment to the Customer at Vadtel’s premises. Or, if expressly agreed, at an address in England, Wales and Scotland specified by the Customer at the Customer’s cost.
4.3.2 Vadtel accepts no liability for damage or shortages unless both the carrier and Vadtel are notified within five days of delivery; and the Customer has retained the packaging and any documentation for inspection; and, in the event of the goods not having been checked by the customer on delivery, the carrier’s receipt is marked “unexamined”.
4.4 The Customer shall at all times provide access to Vadtel, its employees or agents for the fulfilment of Vadtel’s obligations.
4.5 The customer shall at its own cost obtain all wayleaves, permissions and rights of access necessary for the performance of Vadtel’s obligations.
4.6 If Vadtel is unreasonably prevented from carrying out its obligations Vadtel may make an additional charge to the Customer to cover the loss so incurred.
4.7 Vadtel will not be liable for the failure by the network provider to properly carry out any associated works or for delay in the provision of any such works or for the quality of workmanship of the network provider’s engineers or for any consequential loss as a result of any such works.
4.8 Unless otherwise agreed in writing the Customer is responsible for providing a safe working environment which complies with any statutory provisions for the time being in force. Suitable lighting, heating, and power supplies are to be made available.
4.9 Vadtel will carry out installations in accordance with any mandatory standards for the time being in force and in accordance with the recommendations of the equipment manufacturer. Where deviations from non-mandatory requirements are made at the Customer’s request, the request, the customer assumes responsibility for the consequences of these deviations.
4.10 Vadtel may subcontract the whole or any part of the installation work to suitably qualified companies or individuals.
4.11 Where Vadtel subcontracts work that it is not capable of carrying out itself, e.g. building works, electrical installation involving medium or high voltages or work required to be carried out by specialist firms such as BT by reason of legislation, it does so at the Customer’s agent and shall not be liable for any loss incurred as a result of any act or omission of the subcontractor.
4.12 No returns of goods will be accepted by Vadtel unless agreed in advance.
4.13 If Vadtel is prevented for an aggregate of 45 days or more from installing equipment or otherwise carrying out its obligations as a result of any delay, refusal, restriction or default by the Customer, then the Customer shall be deemed to have cancelled the order and the terms of clause 5.10 shall apply.
5. Payment
5.1 Payment of all consultation fees must be made within 5 days of the date of Vadtel’s invoice.
5.2 Vadtel may require the payment of a deposit upon acceptance of the Customer’s order.
5.3 Subject to clauses 3.2 and 5.9 any customer deposits are non-refundable unless otherwise stated.
5.4 Subject to condition 5.5, in the case of contracts requiring installation, the Customer will settle Vadtel’s account within 5 days of completion of the installation notwithstanding any delays in commissioning the equipment into service.
5.5 Where the work is completed in stages, Vadtel shall have the right to submit invoices to the customer, for settlement as above, on completion of each stage of the contract or delivery of goods, for goods or services supplied.
5.6 Payments can be made by credit or debit cards, in such cases a processing fee of up to £5.00 for debit cards and up to 5% for credit card transactions will be applied in all cases.
5.7 In supply only contracts the Customer will settle Vadtel’s account on receipt of Vadtel’s invoice.
5.8 If any payment is not made on the due date the customer will pay interest on the amount outstanding at 5% per month until paid, after judgement as well as before.
5.9 Vadtel will charge and invoice the Customer for VAT at the rate applicable at the time of supply of the goods or services.
5.10 No cancellation, suspension or variation of an order requested by a Customer shall be valid unless agreed by Vadtel in writing, and in case of cancellation before installation shall be subject to a payment by the Customer to Vadtel of compensation for expense incurred in connection with the order and for loss of profit amounting to 20% of the invoice value or £500 whichever is the greater.
5.11 If any sums are not paid within 14 days of the due date the Customer authorises Vadtel to have unrestricted access to its premises during business hours to remove all the equipment wiring and sockets, and will pay to Vadtel the full contract price less any sums Vadtel receives in re-selling the equipment.
5.12 The customer accepts that they are entering into a fixed term rental agreement for the equipment detailed on this service agreement and that at no time during the agreement or after the minimum term has elapsed do they own any or all of the equipment detailed. Upon the minimum term of this rental agreement being completed by the customer, Vadtel may own the title of the goods and the customer, at their own cost, shall be required to return within 7 days of the end of the rental period, all of the aforementioned equipment. If the customer fails to return the equipment within the 7 day period Vadtel are entitled to invoice the customer for 40% of the original order value/turnover of the contract and automatically debit this amount from any direct debit mandate that may be set up in Vadtel’s favour at that time.
6. Liability
6.1 Vadtel will accept liability for death or personal injury to persons caused by the negligence of Vadtel, its employees or agents, but Vadtel shall be under no liability for death or physical injury to persons resulting from other cause.
6.2 Vadtel’s liability for any direct loss or damage to tangible property caused by the negligence of Vadtel, its employees or agents shall be limited to £500,000 and Vadtel shall be under no liability in contract or otherwise for any direct loss or damage to tangible property arising from any other cause than Vadtel’s negligence.
6.3 Vadtel shall be under no liability whatsoever in respect of any indirect or consequential loss (including but not limited to any loss of profits, business or anticipated failing) of any nature whether or not such losses be caused by the negligence of Vadtel, its employees or agents.
6.4 Vadtel undertakes to use its reasonable endeavours to supply to the Customer the goods or services ordered, but Vadtel shall not be liable to the Customer for any loss occasioned by failure to supply goods or services ordered where the failure is caused by the unavailability of goods or services to Vadtel.
7. Warranties
7.1 Save where Vadtel deals with the Customer as a consumer as defined in the Unfair Contract terms Act 1997 and because the circumstances of use are beyond the control of Vadtel, no warranty of fitness for any particular purpose is given.
7.2 The purchaser must satisfy himself that the equipment ordered will meet his requirements. Vadtel will provide equipment in full working order and suitable for its designed purpose provided that the equipment is used by the Customer in manner intended by the manufacturer, it is not tampered with or modified without Vadtel’s written approval or subjected to unusual physical or electrical stress, hazard, misuse or transportation.
7.3 Where a manufacturer’s warranty applies the Customer agrees to be bound by the manufacturers warranty conditions and will liaise direct with the manufacturer’s service agent.
7.4 The above conditions are in addition to and do not override any statutory provisions which shall override these conditions where necessary.
8. Property and Risk
8.1 The equipment shall be at the Customer’s own risk from the date of delivery to him or to any carrier or agent or servant acting on his behalf.
8.2 The equipment will remain the property of Vadtel until Vadtel has received payment in full.
8.3 Until property in the equipment passes to the Customer in accordance with condition 8.2 the Customer will hold the equipment on a fiduciary basis as bailee for Vadtel and will hold the equipment separately from any other equipment or goods clearly identified as the property of Vadtel but the Customer shall be entitled to use the equipment in the ordinary course of its business.
8.4 Until property in the equipment passes to the Customer in accordance with condition Vadtel 8.2 shall be entitled at any time to require the Customer to deliver up the equipment to Vadtel and if the Customer fails to do so forthwith to enter upon the premises of the customer in accordance with clause 5.10 And repossess the equipment. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the equipment which remains the property of Vadtel.
9. Third party rights
For the avoidance of doubt nothing in these conditions shall confer on any third party any benefit or the right to enforce any term conditions.
10. Proper law of contract
Any contract entered into under these terms and conditions is subject to the law of England and Wales and will be subject to the jurisdiction of the English courts.
1. CONTRACT DEFINITION
1.1 ‘Application Form’ means the application order form relating to the provision of the Services in the form provided by Vadtel fromtime to time incorporating these terms and conditions.
1.2 ‘Associated Company’ means an employee or subcontractor of Vadtel.
1.3 ‘Authorised Person’ means an employee or subcontractor of Vadtel.
1.4 ‘Vadtel Network Commitment Plan’ means the account opened by Vadtel in the name of the Customer upon creation of the Contract and relating to the Services.
1.5 ‘Customer’ means a person, company, body corporate or other entity or association whatsoever or howsoever who’s Application Form is accepted by Vadtel and for whom Vadtel has opened a Vadtel Network Account.
1.6 ‘Contract’ means the contract governed by these terms and conditions made between Vadtel and the Customer created upon acceptance by Vadtel of the Customer’s Application Form and evidenced by the opening of a Vadtel Network Account for the Customer.
1.7 ‘Vadtel’ means Vadtel Limited which expression shall, where the context so requires, include its successors and assigns and any Associated Company thereof.
1.8 ‘Vadtel Access Equipment’ means call routing apparatus supplied by Vadtel.
1.9 ‘ Vadtel Network One’ means the telecommunications reconciliation and billing system Vadtel runs which operates on least cost routing or CPS software.
1.10 ‘Discount’ means the amount at which any of the Services are provided by Vadtel to the Customer during the Contract at less than the full rate. The amount of such discount having been supplied in writing to the customer and/or inserted on the Application Form prior to any of the Services commencing as Discount Services
1.11 ‘Discount Services’ means any Services provided by Vadtel to the Customer from time to time and not charged for by Vadtel from time to time or charged at a Discount.
1.12 ‘Least Cost Routing Software or CPS’ means software installed on a telephone system or telephone exchange which automatically enables the routing of calls via different telephone operators.
1.13 ‘Minimum Term’ means the minimum duration of this Contract, which unless otherwise expressly stated on the Application form shall be 12 months or in the case of Network One Commitment Plan Customers this contract shall be for either 36, 60 or 84 month from the date the Customer first starts to receive the Services.
1.14 ‘Services’ means supplying and routing the Customer’s telecommunications including without limitation all calls, voice, fax, data and mobiles over the Vadtel Network under the terms of the Contract. Services shall be deemed to include Discount Services where appropriate.
1.15 ‘Services Literature’ means Vadtel’s literature specific to the Services and other associated services existing from time to time.
1.16 ‘User’ means the Customer and any individual or company permitted by the Customer to use the Services.
2. THE SERVICES
2.1
a) The Customer shall complete, sign and return to Vadtel an Application Form prior to Vadtel agreeing to provide the Services.
b) Where the Customer has Least Cost Routing Software available for use at its premises, Vadtel will, if necessary, and at its sole discretion, reprogram it in order to provide the Services.
c) Where the Customer does not have Least Cost Routing Software available for use at its premises, Vadtel will, if necessary, and at its sole discretion, install and connect the Customer to Vadtel Access Equipment in order to provide the Services.
d) Vadtel shall use all the reasonable care and skill of a competent telecommunications provider to provide the customer with the Services throughout the term of the Contract.
e) Vadtel shall be at liberty, where necessary, to improve, update or upgrade the Services or alter the provision of the Services without any notice to the Customer.
f) Vadtel do not supply telephone line rentals/products on their own, these are only supplied in conjunction with telephone call charges.
g) Vadtel will not be held responsible for the inability to transfer or take over incompatible lines or services that cannot be transferred to their telephone network ‘Vadtel Network’.
h) When the customers’ existing services are transferred from their existing service provider to Vadtel, a ‘like for-like’ order is used.This order transfers ALL line services to us, which will be billed by Vadtel to the customer in accordance with our current service tariffs. The customer must specify in writing in advance of these orders being raised if they do not want certain line services transferred and therefore billed. There may be certain services that the customers’ existing service provider does not charge for but Vadtel does & vice versa.
2.2
a) The terms and condition of 4:19 shall apply
b) The Services and the Vadtel Network will only be used in accordance with the Contract.
c) Only the Customer and Users shall use the Services and the Vadtel Network and no other person shall be suffered or permitted to use the same.
d) Upon the termination of the Contract:
e) No attempt shall be made to make calls via the Services or otherwise to use the Vadtel Network and;
(i) Payments for services are in accordance with and subject to Condition 5.
f) The Services Literature and any other instructions regarding the use of the Services and the Vadtel Network may be notified to the Customer by Vadtel from time to time and shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract.
2.3
The Customer agrees that at all times during the term of the Contract it shall:
a) Provide access to all appropriate sites for any Authorised Persons during the Customer’s normal working hours and allow the removal, installation and maintenance of Vadtel Access Equipment:
b) Keep its telecommunications equipment including without limitation the Vadtel Access Equipment in good working order and ensure that the equipment complies with all applicable standards and approvals so as to enable Vadtel to provide the Services:
c) Only use and connect those telephones, ducting, cables, sockets and other equipment to the Vadtel Network that have been approved in advance by Vadtel in writing and comply with all the relevant legislation relating to the use of such equipment:
d) Provide all reasonable assistance required by Vadtel to enable it to provide the Services:
e) Inform Vadtel by one month’s prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered:
f) Provide a safe working environment for Authorised Persons working on the Customer’s premises:
g) Indemnify Vadtel fully against all losses, liabilities, costs (including without limitation legal costs) and expenses which Vadtel may incur as a result of any breach of the Customer’s obligations under the Contract or misuse of the Services or the Vadtel Network:
h) Pay Vadtel (at its then current published rates) for all call out visits required from Vadtel where Vadtel determines that (i) the problem with the Services or the Vadtel Network is not the fault of Vadtel or the Vadtel Access Equipment or (ii) the Vadtel Access Equipment has been damaged by the Customer.
2.4
The Customer undertakes to Vadtel to ensure that the Services and the Vadtel Network are not used:
a) For the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character; or
b) Fraudulently or in connection with a criminal offence; or
c) Otherwise in a manner which constitutes a violation or infringement of the rights of any other party;
d) Otherwise than for the purpose of a telecommunications system.
2.5
The customer undertakes that they are responsible for the content and usage of non-geographic and premium rate telephone number/services obtained via Vadtel and agree to be bound by the rules governing these numbers/services, as laid down by the regulator ‘Phone Pay Plus’ in their Code Of Compliance For Information Providers.
3. Vadtel’s RIGHTS
3.1 Vadtel shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Customer’s equipment as a result. If Vadtel is prevented from an aggregate of 45 days or more from providing network services or otherwise carrying out its obligations as a result of any delay, refusal, restriction or default by the customer, then the customer shall be deemed to have cancelled the contract and the terms of section 7 shall apply.
3.2 Vadtel may suspend, disconnect or terminate the Services to the Customer at its sole discretion including but not limited to the following:-
a) In the interests of the quality of the Services or the Vadtel Network;
b) I f any credit limit agreed between Vadtel and the Customer from time to time is exceeded;
c) If any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract);
d) In order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or
e) If fraud or attempted fraud is suspected by Vadtel (in its reasonable opinion) in connection with the use of the Services or the Vadtel Network.
f) If in Vadtel’s reasonable opinion it suspects the Customer is offering to resell the Services to any third party, Vadtel may collect and store data and information about the Customer and its use of the Services and provide this information to (i) Companies affiliated with Vadtel including without limitation any Associated Company and (ii) third parties.
3.3 Vadtel may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Vadtel will publish the details of the updated conditions on the Vadtel website www.vadtel.co.uk a minimum of two weeks prior to the changes coming into effect.
3.4 Vadtel reserves the right within its absolute discretion to reconnect and disconnected services, however, a reconnection charge of one hundred and twenty five pounds per line or channel (£125) will be debited/charged to the customer.
3.5 Vadtel is entering into this agreement principally due to the anticipated monthly customer network services and call charges that will be generated. If at any time whilst this agreement remains in force, the customers total of network services and call charges falls beneath 75% of the anticipated monthly levels (other than circumstances beyond your reasonable control), the customer will be regarded as having committed a material breach in which case clause 5.19 a & b will apply.
4. CHARGES AND PAYMENTS FOR THE SERVICES
4.1 All sums due to Vadtel under the Contract shall become due on the date of the relevant invoice and are payable within 5 days (including week-ends and bank holidays) of the date of the relevant invoice.
4.2 All customers charges must be paid monthly in advance via Vadtel’s direct debit system in all cases. Vadtel reserve the right to charge an additional fee of £10 per month for non-direct debit customer payments. Payments can be made by credit or debit card, in such cases a processing fee of up to £5.00 for debit cards and up to 5% for credit card transactions will be applied in all cases
4.3 In the event of any error or omission in an Vadtel invoice for any period, Vadtel may issue a corrective invoice at a later date, but no later than sixty months after the relevant invoice date.
4.3a Vadtel shall investigate with all good faith any allegation of manifest error in an account and shall inform you of the outcome of such investigation. Any refund or any charges wrongly debited to you shall be made only where Vadtel accepts manifest error and only be backdated by 3 months. This will be paid by way of credit to your next Vadtel Invoice.
4.4 If the Customer fails to make any payment within the 5 day period following the date of the relevant invoice, without prejudice to its other rights hereunder, Vadtel shall have the right to require the Customer to pay all sums due on demand. Vadtel reserve the right that if these overdue sums fail to be paid immediately the customers services be restricted without further notification and this restriction not to be lifted until all overdue sums are settled in full, which will also include a de-restriction charge of ten pounds (£10) per line or channel and will be debited/charged to the customer.
4.4a Vadtel reserve the right to restrict all services with Vadtel, should any part of an invoice not be paid in full within 5 days of the invoice date. Vadtel will not accept part payment of an invoice to avoid restriction of any services.
4.5 Time of payment of all sums due to Vadtel under the Contract shall be of the essence.
4.6 Without prejudice to Vadtel’s rights to treat the non-payment as a material breach of the Contract, Vadtel reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at a 5% per annum above the Bank Of Scotland PLC base lending rate as current from time to time whether before or after judgement. Interest shall continue to accrue and on a day today basis from and including the date for payment under Condition
4.20
4.7 Vadtel reserves the right to charge for administrative costs incurred by Vadtel in pursuing late payers.
4.8 Vadtel reserves the right to set a minimum call charge on any call type and to vary this at any time at their absolute discretion
4.8 Vadtel reserves the right to set a minimum call charge on any call type and to vary this at any time at their absolute discretion.
4.9 Vadtel reserves the right to apply a charge of £25 per number for administrative costs relating to the supply of porting authorisation codes.
4.10 All sums due to Vadtel under the Contract are subject to Value Added Tax (“VAT”), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.11 The Customer shall be liable from all charges arising from use of the Services by any person utilising the Customer’s registered Services telephone number(s) (with or without Customer’s authorisation, i.e.: fraudulent calls or telephone hacking instances).
4.12 In the event and as a result of a customer reporting a fault, if Vadtel have cause to instruct/request Openreach to attend the customers site to investigate the said fault and no line fault is found or it is found to be the customers own equipment that has caused the fault or damaged caused by the customer, premises or a third party, Vadtel reserve the right to charge the customer a minimum charge of £150.00, for each event and/or per hour.
4.13 Should the customer use a prefix that causes their telephone calls to be routed via any other network carrier other that Vadtel’s preferred choice; the customer will be charged at a higher rate than Vadtel standard tariffs.
4.14 In the event of an Vadtel or Openreach engineer’s appointment being booked with the customer, should the customer not be present or not attending the appointment, Vadtel reserve the right to charge the customer a minimum charge of £136.50, for each event.
4.15 The customer accepts that Vadtel’s monthly Call Package rental charges are in addition to and entirely separate to our standard line rental, service or call charges, which they will be billed for in addition. Any unused minutes within these Call Packages in a calendar month, cannot be rolled over into the following month(s) or accrued in any way.
4.16 In relation to Vadtel’s landline mobile call Packages, these only relate to the four major mobile networks, which are Vodafone, O2, T Mobile and Orange.
4.17 In relation to Vadtel’s SIP Lines & Services the total number of calls per channel from an endpoint shall not exceed 5,000 minutes per month to 01/02/03 terminations and/or 2,000 minutes per month to UK mobiles. Any IPDC (Internet Protocol Direct Connection/SIP trunk) endpoints that exceed this aggregate amount will be subject to a per minute price for the total volume of calls generated from that endpoint according to the existing Vadtel standard IP rate call rates. In addition calls to numbers beginning 03 shall not exceed 15% of the total calls on that channel. For example; 10 channels will have an allowance of 10 x 5000 calls = 50,000 per month to 01/02/03 terminations and 10 x 2000 calls = 20,000 per month to UK mobiles. If that endpoint generated 50,001 01/02/03 minutes and/or 20,001 UK mobile minutes in a single month, then all minutes (50,001 and/or 20,001) would be subject to the standard per minute price for that month. Any unused minutes will not be rolled into the next month. 5.18 Details of the Contract and the conduct of the Network One Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.18 Details of the Contract and the conduct of the Vadtel Network Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.19 In the event of the Customer obtaining any services from a third party which are competitive with or substantially similar to the Services during the minimum term or cancelling all or any part or their services prior to the end of the minimum term of the agreement, the Customer accepts that Vadtel shall be entitled to invoice the Customer in advance and as a lump sum for each month of the remainder of the Minimum Term an amount equal to either:
a) The average of the monthly amounts invoiced by Vadtel to the Customer prior to the breach by the Customer; this is calculated as follows; Call Revenue Average sum of the past 12 months call revenue x the amount of months remaining on the contract Line Services Profit of services x the number of months remaining on the contract Using the figures from point 3 for Call revenue and point 2 for Line services, we then combine the two to get the total cancellation fee. The cancellation fee is solely representative of the actual profit lost by Vadtel
Or
b) The actual amount payable by the Customer for the Services during such month (whichever is the higher) This relates to all network line rentals, call charges & services supplied to the customer.
4.20 In conjunction with clause 5.2, if any payment is not made on the due date the client will be responsible for all reasonable cost incurred in the recovery of any outstanding balance (including the employment of a debt collection agency and all potential legal costs). Debt collection charges will be levied against the value of the outstanding debt at the prevailing rates: between £100.00 and £2000.00 a charge will be levied of 18%, between £2001 & £5000.00 will be charged at 10%, between £5001.00 & £15000.00 will be charged at 8%, any balance above £15001 will be charged at 6%. Any debt for collection outside of the United Kingdom (England, Scotland, Wales, and Northern Ireland) will be subject to a further additional charge imposed by the International agencies contracted to act on the behalf of the debt collection agency.
4.21 Vadtel reserves the right to apply a charge of up to £10 for itemisation of the customer’s monthly network invoice in paper format.
5. VADTEL ACCESS EQUIPMENT
5.1 The Customer shall provide without charge or cost to Vadtel appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the Vadtel Access Equipment at its premises and to enable Vadtel to provide the Services.
5.2 It is deemed that title to any Vadtel Access Equipment shall remain with Vadtel and whilst the Vadtel Access Equipment is on the Customer’s premises, the Customer shall ensure that it is kept safe and secure and is not interfered with by any person.
5.3 Upon termination of the Contract, the Customer will ensure that Vadtel is allowed prompt access to all relevant premises to remove the Vadtel Access Equipment.
6. TERMINATION
6.1 The Contract may be terminated by either Vadtel to the Customer at any time by 90 days written notice in writing to the other (including week-ends and bank holidays) PROVIDED THAT such notice does not expire prior to the expiration of the Minimum Term.
6.2 If neither Vadtel nor the Customer provide notice to terminate in accordance with Condition 6.1 the Client and Vadtel agree that the Contract shall automatically be renewed for a further Minimum Term of twelve months and will continue to renew in this manner for further minimum periods of twelve months until the contract is cancelled in accordance with condition 6.1.
6.2.a In the event of the customer moving to a new telecommunications supplier after the initial minimum term contract, if the transfer dates exceed the 90 days’ notice period in accordance with condition 6.1 the contract shall automatically be renewed for a further minimum term of 12 months
6.3 Vadtel (without prejudice to its other rights) may terminate the Contract forthwith in the event that;
a) The Customer fails to make any payment when it becomes due to Vadtel or shall default in due performance or observance of any obligation under the Contract or any other contract with Vadtel or an Associated Company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by Vadtel in its written notice so to do; or
b) an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
6.4 The terms of this Contract shall continue to bind the parties here to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation Conditions 2.2, & 2.3.
6.5 If the Contract is terminated by either party hereto, the Customer shall;
a) Pay to Vadtel all arrears of charges together with any interest payable under the Contract up to the date of termination;
b) Return to Vadtel all equipment owned or provided by Vadtel and/or allow Vadtel access forthwith to the Customer’s premises for the removal of any Vadtel Access Equipment;
i) Undertake and comply with the provisions of Condition 2.2 & 2.3; and
ii) Cease being provided the Services and have no right to use the same.
7. CONFIDENTIALITY
7.1 The Customer and any user, shall at all times, keep confidential the terms of this Contract and all matters relating to the Services, and shall not disclose the same to any third party without the prior written consent of Vadtel.
7.2 The confidentiality obligations set out in Condition 7.1 shall survive the termination of the Contract.
8. LIMITATION OF LIABILITY
8.1 The following provisions set out Vadtel’s entire liability (including any liability for the acts and omissions of its directors, officers, employees, agents or sub-contractors) to the Customer in respect of:
(a) Any breach of its contractual obligations arising under this Contract; and
(b) Any representation statement or tortuous act or omission including negligence arising under or in connection with this Contract.
AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CONDITION 8.
8.2 Any act or omission on the part of Vadtel or their directors, officers, employee’s agents or sub-contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”.
a) There is no compensation scheme and any other costs incurred will not be considered in any request should Vadtel/BT Openreach or our mobile operator fail to meet any SLA.
b) In the event of Vadtel/BT Openreach not meeting the SLA’s set against the Customers telephone line care level in relation to a provision of a telephone line or fault, Vadtel & or BT Openreach may provide a credit limited to a % of the customers line rental (The faulty one) and dependant on how many days the line is down for. Exclusions to this are MBORCS (Matters beyond Vadtel/BT Openreach’s reasonable control) & also are dependent on the level of care that the customer has on their telephone line.
8.3 Vadtel’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers’, employees’, agents’ or subcontractors’ negligence shall not be limited.
8.4 Subject to the provisions of condition 8.3, Vadtel’s entire liability in respect of any event of default shall be limited to damages not exceeding the sums paid by the customer to Vadtel for the services pursuant to this agreement in the preceding twelve month period in the case of a single event of default and twice the sums paid by the customer to Vadtel for the services pursuant to this agreement in the preceding twelve month period in the case of all events of default or series of connected events of default occurring in any twelve month period.
8.5 Subject to condition 8.3, Vadtel shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity or any other type of special, indirect or consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or Vadtel had been advised of the possibility of the Customer incurring the same.
8.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
8.7 Except in the case of an Event of Default arising under Condition 8.3, Vadtel shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon Vadtel within six months of the date the Customer became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
8.8 Vadtel shall not be responsible for complying with statutory regulations, or by local by-laws, or the fulfilment of any special regulations affecting the Customer.
8.9 Save as set out in Condition 8.3, Vadtel shall have no liability under this Contract of the acts and omissions of other public telecommunication operators or the breakdown total or partial of the Vadtel Network or any other network.
8.10 The extent that all or any part of the Services are faulty, unavailable or interrupted the Customers sole and exclusive remedy shall be to be compensation in accordance with compensation schemes that may be introduced from time to time by Vadtel. Vadtel do not have compensation schemes in place however, we will look into individual cases based upon their own merits.
8.11 Vadtel shall not be liable for faults in the Customer’s telecommunications equipment which result in Vadtel being unable to provide the Services.
8.12 Dates and terms for provisions of the Services shall be estimates only and no liability shall accrue to Vadtel for failure to meet any such dates or times. Vadtel will not be held responsible for any loss due to programming errors or omissions made by any Authorised Person.
8.13 In the event of any failure in the Services, Vadtel shall not be liable to the Customer for any charges incurred by the Customer should it direct its telecommunication traffic to another carrier.
8.14 Vadtel reserves the right not to provide the Services due to any technical limitation in the Customer’s telephone system, telephone change or Vadtel Access Equipment.
8.15 The obligations set out in this Condition 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Contract for any reason whatsoever.
9. DEPOSIT
9.1 Vadtel may at any time before or after the provision of the Services require payment by the Customer in a manner specified by Vadtel of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Customer and Vadtel shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to Vadtel pursuant to Condition 4.20.
9.2 Any deposit held by Vadtel will not accrue interest whatsoever although any deposit (or part thereof) which is held by Vadtel for over one year and which is subsequently repaid to the Customer may, at Vadtel’s discretion, attract interest at an amount determined by Vadtel.
9.3 You hereby consent to and shall procure that your owners, directors, officers and assigns, consent to, Vadtel carrying out searches with credit reference agencies prior or during the contract term, relating to the credit worthiness of your Company and/or your owners, directors, officers and assigns and you undertake to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to your records and/or those records of your directors, officers and assigns details of the searches and these will be seen by other organisations that make searches. Depending on the results of these credit checking processes it may be deemed necessary to request a deposit on the account or a director’s guarantee to ensure there is adequate security for any potential credit risk
10. ASSIGNMENT
The Customer shall not assign, transfer, sub-contract, delegate all or any of its rights and obligations hereunder to an associated company or other person.
11. FORCE MAJEURE
Neither Vadtel or the Customer shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or short age of power supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government, highway authorities, public telecommunication operators or other competent authority, war, military operations, or not, difficulty, delay or failure in manufacture, production or supply by third parties of the Services or any part thereof.
12. NO WAIVER
Failure by either Vadtel or the Customer to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
13. ENTIRE CONTRACT
The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party whether oral or written.
14. SERVICE OF NOTICE
14.1 Any notice or invoice or other document which may be given under this Contract shall be in writing and shall be deemed to have been duly given if left or sent by post (whether by letter, or, where the parties agree, by magnetic tape or any other form), telex or facsimile transmission (subject to the sender’s machine producing confirmation that all pages have been sent) or, where the parties expressly agree, by electronic mail to the registered office of the party to be served or any other address notified by the party to be served to the other party in writing as an address to which notices, invoices and other documents may be sent.
14.2 Any notice sent by first class post shall be deemed to have been received two business days after posting. Any notice sent by telex, fax or electronic mail shall be deemed to have been received on the day of its receipt by the addressee.
15. GENERAL
15.1 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted, with or without amendment.
15.2 Unless there is something inconsistent in the subject or context, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders.
15.3 Unless the context otherwise requires, a reference to a Condition is to a condition or the Contract.
15.4 The headings in the Contract are inserted for convenience only and do not affect its interpretation.
15.5 If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been entered into with the invalid provision eliminated.
15.6 A person who is not a party to this Contract has no right under the Contracts (Rights of Third parties) Act 1999 to enforce any provisions of this Contract.
16. GOVERNING LAW
The Contract shall be governed, construed and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.
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