Message Pad

 

Standard Terms and Conditions October 2005

 

 

Definitions

"The Message Pad" shall mean The Message Pad Limited.

"the Client" shall mean the Company or sole trader or partnership who enter into an agreement with The Message Pad for the provision of services.

"Services" shall mean any services provided by The Message Pad to the Client.

"the Monthly Service Charge" shall mean the fixed monthly fee which is payable by  the Client to The Message Pad as advised by The Message Pad to the Client from time to time.

 

1.        The Monthly Service Charge is due and payable in advance by the Client to The Message Pad in respect of each month on the date in each month which is advised by The Message Pad to the Client from time to time and in accordance with each invoice delivered to the Client. 

2.        Charges for additional services provided by The Message Pad, and indicated in the order form (unless otherwise agreed in writing between the Client and The Message Pad) will be due and payable on receipt by the Client of the monthly invoice therefor (unless otherwise agreed in writing between the Client and The Message Pad).

3.        If the Client fails to make payment by the due date then without prejudice to any other right or remedy available The Message Pad shall be entitled to suspend all or part of the provision of Services to the Client.

4.        The Message Pad shall be entitled to charge the Client interest at the rate of 4% per annum above Lloyds TSB Bank plc base rate from time to time on accounts in excess of 30 days overdue.

5.        Charges relating to Call Diversion facilities are payable by the Client directly to their telephone company.

6.        The contract for the purchase and sale of Services shall (subject to earlier determination as herein provided) continue for a minimum period of twelve months from the date specified in the order form and shall continue until terminated thereafter by either party giving to either party 30 days written notice, subject to paragraph 15 below.

7.        The Message Pad reserves the right to recover damages or to pursue any other remedy available to it in respect of any breach by the Client of these Terms and Conditions.

8.        Except in respect of death or personal injury caused by The Message Pad's negligence, The Message Pad shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for the purchase and sales of Services or any indirect, special or consequential loss or damage (whether for loss of profits or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of The Message Pad, it's employees, agents or otherwise) which arise out of or in connection with the supply of Services or their use by the Client, and the entire liability of The Message Pad under or in connection with the contract for the purchase and sale of Services shall not exceed one month's Monthly Service Charge.  The Message Pad shall not in any event accept any liability for any equipment or services which are provided by third parties to include but not by way of limitation telecom services providers, facsimile machines, internet services providers and mobile telephone network providers.

9.        The Client agrees not to use the Services for any unlawful immoral or improper purpose and acknowledges that such use constitutes grounds for immediate termination of the Services by The Message Pad under Clause 14.1(a) save that the Client may not have the opportunity to remedy the same thereunder.

10.     The Message Pad will treat all information received as strictly confidential unless otherwise required by law.  In particular adherence will be made to the provisions under the Data Protection Act in force at the due time.

11.     The Message Pad reserves the right to amend the cost of the provision of Services at any time.

12.     Any equipment provided by The Message Pad to the Client shall be subject to a separate agreement, without prejudice to these Terms and Conditions.

13.     The Client accepts and acknowledges that malfunctioning or defective equipment may cause interruption of the Services, that atmospheric conditions under special circumstances may cause interference to the provision of the Services and that calls and data may be routed  over national and international public telecommunication systems and other networks beyond the control of The Message Pad and the Client indemnifies The Message Pad against any loss or damage arising to the Client through any interruption to the Services so caused.

14.1         The Message Pad shall be entitled forthwith to terminate the contract for the purchase and sale of Services if:-

(a)        the Client commits any continuing or material breach of any of the provisions of these Terms and Conditions and, in the case of such a breach which capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

(b)        an encumbrancer  takes possession or a receiver is appointed over any of the property or assets of the Client;

(c)        the Client goes into liquidation; or

(d)        the Client makes any  voluntary arrangement with its creditors or becomes subject to an administration order;

(e)        the Client ceases, or threatens to cease, to carry on business.

14.2         For the purpose of paragraph 14.1 a breach shall be considered capable of remedy if the Client can comply with the provisions in question in all respects other as to the time of performance (provided that time and performance is not of the essence).

14.3         Any waiver by The Message Pad of a breach of any provisions of these terms and conditions shall not be considered as a waiver of any subsequent breach of the same or any other provision.

14.4         The right to terminate the contract for the purchase and sale of Services by this paragraph 14 shall not prejudice any other right or remedy of The Message Pad in respect of a breach concerned (if any) or any other breach.

15.      The Message Pad shall not be liable to the Client or deemed to be in breach of the contract for the purchase and sale of Services by reason of any delay in performing, or any failure to perform, any of The Message Pad's obligations in relation to the Services, if the failure or delay was due to any cause beyond The Message Pad's reasonable control including without limitation any acts of God, explosion, flood, tempest, fire or accident, or acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock-outs or other industrial actions or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failures or breakdown in machinery.

16.     Except as required by the courts or by any other statutory authority The Message Pad will keep confidential all messages the subject of the Services.

17.     Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing sent by post of by facsimile addressed to that other party at its registered office or principal or  usual place of business.

 

The contract for the purchase or sale of Services shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English Courts.