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.