Terms and Conditions

Relax Telecom Ltd – General Terms and Conditions

1.            INTERPRETATION AND DEFINITIONS
The following provisions shall have effect for the Interpretation of this Agreement;
Words denoting the singular number only shall include the plural and vice versa, words importing persons include bodies corporate and non-corporate.
The clause headings do not form part of this deed are for convenience only and shall not be taken into account in its construction or interpretation.

The ‘Act’ -  the Communications Act 2003
‘Code’ – Any Code of Practice issued by Phone Pay Plus (or anybody that shall replace them and any other regulatory body approved by the Director General of Telecommunications) relevant to Services, that may be issued from time to time.

‘Email’ – Electronic Mail.          

‘End User’ – users of the services provided by the Customer.         

‘Equipment’ – the equipment and/or software related to products to be supplied by Relax under the contract as et out in the Quote or Order Form.
‘Fraudulent Traffic’ - any traffic which BT plc or any Carrier that transmits traffic to  Relax  or BT plc is unable to bill or collect, where there is a reasonable expectation that the End User is not likely to pay their telephone bill, where calls are being made to inflate payments due from  Relax , where the traffic being generated is likely to result in  Relax  incurring a loss in receiving this traffic, where the income received by  Relax  is less than the rate given to the Customer or where there is repeated or continuous calling from the same number.          

‘Phonepay Plus’ – or any other independent body appointed to supervise and administer telephone information services, and is recognised by the Director General of Telecommunications (or any representative of OFCOM, or anybody that shall takes its place), as an appropriate body to apply and administer the Code.  

‘Intellectual Property Rights’ – copyright, database right, patents, registered and unregistered design rights, registered and unregistered trademarks, and all other industrial or intellectual property rights or trade secrets existing at any time in any jurisdiction and all rights that shall apply to them.

‘Inbound Channels’ – Lines used to receive inbound calls to Relax network.

‘Interconnect Rates’ – Rates charged and paid by a Carrier (such as BT plc) to Relax for traffic it sends out or receives from or to the Carrier network.

‘Internet’ – Global telecommunications network.              

‘Port’ – the transfer of a Service Number to a third party under the Telecommunications (Interconnection) Regulations 1997 (whereby, for explanatory purposes only, that other party provides services to the Customer in place of Relax ) and the words “Ports” and “Ported” shall be construed accordingly. ‘Rates’ – the rates specified in Annex I, and as varied from time to time, which are the rates per minute payable by either party, and these rates are exclusive of value added tax.          

‘Report’ - the monthly call statement, produced by Relax showing call minutes produced on Service Numbers allocated to the Customer.

‘Service Numbers’ - Numbers allocated to the customer from time to time, over whom the Customer shall not acquire any right, title or interest and ‘Service Number’ shall be construed accordingly.           

‘Site’ – Location where services are provided.

2.            FORMATION OF CONTRACT
2.1          Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by Relax shall be subject to correction without liability.
2.2          Relax may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after the date of this Agreement. Relax shall in such circumstances give the Customer 30 days notice of such changes. The Customer shall have the right by giving notice in writing to Relax to terminate this Agreement, within 14 days of receiving such notice. This Agreement would then be terminated within 30 days of such notification, or on a later date specified by the Customer.           

3.            RESPONSIBILITIES AND OBLIGATIONS
3.1          Relax shall provide the Customer with network service and Service Numbers, but notwithstanding this Relax is not obliged to supply Service Numbers requested by the Customer. It may also change numbers supplied to the Customer if this is required for regulatory, statutory or legal reason, and in such instance shall notify the Customer as soon as is reasonably practical.               
3.1.1       Relax shall maintain equipment suitable for handling and terminating calls.
3.1.2       Relax shall notify the Customer as soon as reasonably practicable, of any changes in rates payable, or modification to the service offered.
3.1.3       Relax shall provide the Customer with reasonable technical and sales support, which Relax in its sole discretion shall consider necessary and appropriate. On-going technical support may be subject to the Customer obtaining a maintenance services contract with Relax.
3.1.4       Relax may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of Relax, and may be made without prior consent from the Customer. 
3.2          Customer
3.2.1       The Customer shall abide by this Agreement.               
3.2.2       The Customer shall ensure that they have all necessary approvals, permissions or authorisations for the services operated through Relax including those offered to its End Users. The Customer shall be responsible for the content, quality and delivery of services offered, and for ensuring that these services comply with the Code, Act and this Agreement.  Relax may recover from the Customer all fines, claims or administrative expenses resulting charged by Phonepay Plus (or any other regulatory body approved by Ofcom), resulting from a breach of the Code.
3.2.3       The Customer shall provide Relax on request with information or material regarding the service operated through Relax, including those offered to its End Users or agents upon and to the extent of any request made by Relax.      
3.2.4       The Customer shall ensure that services provided are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which is pornography, or any other material that may cause offence in any way  
3.2.5       The Customer specifically agrees to indemnify Relax against all costs and liabilities arising out of all claims which result from, or involve an allegation of, any breach of clauses.
3.2.6       The Customer shall co-operate with Relax in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of Relax, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether or not bought by or against Relax
3.2.7       The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement.        
3.2.8       The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of telephone number for a particular service and indemnifies Relax against all costs and liabilities arising out of a breach or allegation of a breach of any such third party’s intellectual property rights.
3.2.9       The Customer, or any of its staff members or agents, shall not verbally or physically harass, assault or abuse (including use of threatening behaviour) any Relax staff member, agent or third party partner. Such behaviour will place the Customer in breach of this agreement. 

 

4.            GENERAL
4.1          This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing have any validity.
4.2          Relax rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.
4.3          The parties must notify each other in writing of any change of address. All notices sent by first class post to the registered office of either party, or any address detailed in this Agreement, are deemed to have been properly served on the third day after posting.
4.4          Neither party shall be deemed to be in breach of this Agreement for any failure in performance caused by events outside of its reasonable control, to include, but not limited to any act of God, inclement weather, shortage of power, flood, drought, lightning, fire, lock-out, trade dispute, labour disturbance, act or omission of Government highway authorities, or telecommunication operators or other authority, war, military operations, or riot.
4.5          English Law applies to this agreement. Both parties hereby submit to the exclusive jurisdiction of the English Courts. 
4.6          Both parties agree that they have no joint venture, partnership, or agency relationship as a result of this Agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.
4.7          The Customer agrees that in the event that the Customer resells or provides Relax services to an End-user, the agreement and terms between the Customer and the End-user shall mirror the agreement and terms that Relax has with the Customer.

5.            ASSIGNMENT & NOVATION             
5.1          The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of Relax, which Relax may or may not grant at its sole discretion.
5.2          Relax may assign the rights and obligation of this Agreement to any third party without the prior consent of the Customer.

6.            PROVISION OF SERVICES AND WARRANTEES
6.1          Relax cannot guarantee to provide a fault free service.  Relax makes no warranty that its network or services shall be continuous, or will be free from faults.  Relax will, however, take reasonable steps to ensure its network and services are fault free, and that service is uninterrupted.
6.2          Notwithstanding clause 6.1, Relax gives no warranty or guarantee that the service is satisfactory or suitable for the Customer’s purposes, or that service shall be uninterrupted or fault free.  All warranties relating to the service from Relax are excluded, even if implied by statute. 
6.3          The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement forms any part of the contract, nor has induced the either party.
6.4          The Customer acknowledges that:
6.4.1       The service provided by Relax was not designed solely for the Customer’s individual requirements, and it is up to the Customer to decide if the service provided by Relax is of satisfactory quality and fit for the purpose for which it is used;
6.4.2       Relax is reliant on a third party for delivery of Inbound Channels, and therefore Relax  can have no liability of whatever nature for any delay in provision of the same, moreover Relax  makes no warranty that its network or services shall be continuous, or will be free from faults.
6.4.3       In the event that the Customer wishes to provide its own equipment, or provide leased lines to connect to its equipment, this shall require the prior consent of Relax, and mutual agreement of charges that the Customer shall pay to Relax, the Customer is solely responsible for any costs, without limitation, to include, the installation, delivery and maintenance of the same, and Relax can have no liability whatsoever for any lines or equipment provided at the Site by the Customer.
6.5          The Quote,  Order Form or Service Agreement constitutes the Customer's offer to Relax to purchase the relevant Equipment and/or Services on and subject to the terms of the Order Form, these Conditions, any other Service Specific Conditions and/or Promotional Terms referred to as being applicable. Once such offer is accepted by an authorised representative of Relax on receiving the Quote or Order Form signed by the Customer, a Contract shall come into effect
6.6          Any savings quoted are estimates and illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred. The Customer acknowledges and agrees that in entering into the Contract, it has not relied on any such illustrations, samples or descriptive material.
6.7          The Customer shall be responsible for providing the Company with all information relevant to the supply of the Equipment and the provision of Services (as the case may be) within sufficient time to enable Relax to duly perform the Contract.
6.7.1       Without limitation to the generality of condition 6.7, the Customer shall be responsible for ensuring that the details set out on the Quote, Order Form or Service Agreement and any drawings, sketches, specifications, descriptions or other instructions supplied by the Customer or any agent or representative of the Customer in connection with the supply of any Equipment or the supply of any Services (as the case may be) by Relax are accurate and fully describe the Customer’s requirements and the Customer shall be liable in respect of any liability, loss, injury, damage, demand, claim, cost charge or expense which may be incurred or sustained by Relax by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto, or where the compliance with any such any drawings, sketches, specifications, descriptions or other instructions by Relax constitutes the infringement of the intellectual property or other rights of another person.
6.8          The Customer shall be responsible for providing Relax with any necessary instructions for delivery of the Equipment within a reasonable period prior to the estimated delivery date advised by Relax to the Customer.
6.8.1       If the Customer fails to take delivery of the Equipment or if by reason of instructions or lack of instructions from the Customer the delivery of any Equipment in accordance with the Contract is delayed for more than twenty-eight days after Relax has given notice in writing to the Customer that the Equipment is ready for delivery the Equipment shall be deemed to have been Delivered in accordance with the Contract and thereafter the Equipment shall be deemed to be at the risk of the Customer. The Customer shall pay to Relax the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of twenty-eight days.
6.8.2       Payment shall be made by the Customer to Relax of the balance of the Price agreed on the Quote, Order Form or Service Agreement within seven days of such deemed delivery date.
6.9          The Customer shall prepare the Site(s) in accordance with Relax’s instructions so that any necessary Equipment can be installed. The Customer will meet the costs of preparing the Site(s). 
6.9.1       The Equipment shall be at the Customer’s risk from the moment of Delivery or deemed Delivery whether or not property in the Equipment has passed or payment or part payment made therefore, and thereafter the Customer shall be responsible for insuring the Equipment.
6.9.2       Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Equipment supplied under the Contract shall not pass to the Customer until Relax has received in cash or cleared funds payment in full of all sums due for the Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by Relax to the Customer for which payment is then due.
6.10        The Fixed Network Services will commence on the Connection Date and continue for the Minimum Term as set out in the Quote, Order Form or Service Agreement.
6.10.1     Upon the expiry of the Minimum Term, or any anniversary thereafter, the Contract will renew automatically for further periods of twelve months.
6.10.2     The Customer may terminate the Contract by giving  30 days' notice in writing to Relax, such notice to become effective no earlier than the day after the last day of the Minimum Term or upon each anniversary of such date thereafter (as applicable).
6.10.3     Any Contract for Fixed Network Services based on an order which is accepted by Relax is (prior to the Connection Date) conditional on the following:
(a) Relax carrying out a survey which reveals to Relax’s satisfaction that it is possible for Relax to supply the Fixed Network Services and that any details or information used by Relax to determine the Charges applicable or any other terms of the Contract, whether supplied by the Customer or otherwise, are accurate and not misleading. The Charges may change depending on the results of such survey;
(b) that the relevant Fixed Network Services can be provided, and Relax makes no warranty that the Fixed Network Services can be provided until lines have been installed and are operational; and
(c) the provision by Relax of confirmation by email to the Customer that the terms stated on the  Quote, Order Form or Service Agreement of the applicable Contract for Fixed Network Services do not contain any errors or omissions.
6.10.4     The Customer hereby acknowledges and accepts any new telephone numbers provided to the Customer under the Contract, prior to their connection, cannot be guaranteed as available and therefore Relax shall not be liable for any costs incurred by the Customer in the use of any such telephone number (including, without limitation, in the advertising of such telephone number).
6.10.5     The Customer acknowledges that the speed of any broadband element (if any) of the Fixed Network Services depends on a number of factors including, but not limited to, distance from the exchange, local availability and line test. Relax gives no warranty or guarantee that the Customer’s line(s) will produce top speeds of up to the maximum speed advertised, (as the final speed is governed by factors that are beyond Relax’s reasonable control).
6.10.6     The Customer acknowledges that, in order to use the broadband element (if any) of the Fixed Network Services, the Customer needs an existing telephone line (if not provided under the Contract).
6.11        Where the transfer of lines and services from third party suppliers is selected by the Customer in the Quote, Order Form or Service Agreement, then the provision of any and all relevant existing services supplied to the Customer by such third party supplier will be automatically transferred to Relax and charged for in the Relax’s invoices in accordance with the Tariff.
6.11.1     The Customer hereby acknowledges and accepts that it is the Customer and not Relax who is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly identified and agreed in writing on the Quote or Order Form at the time of Relax formally accepting such Quote or Order Form that Relax will pay for specified charges.
6.11.2     If the Customer is migrating to the broadband element of the Fixed Network Services from a third party provider of an alternative broadband service, the Customer will need to obtain a Migration Authorisation Code (“MAC”) from that service provider. This MAC will be valid for thirty days from the date of issue and can only be used once. It is the Customer’s responsibility to obtain this code and to ensure that the Customer provides it to Relax in sufficient time to process the Customer’s migration. Relax will not be responsible for any delay, costs, expenses, loss or damage arising to or incurred by the Customer through failure to connect the Customer to the broadband element of the Fixed Network Services as a result of the Customer's failure to provide the MAC as required by this condition.
6.12        Any Contract for VOIP services which results from an order accepted by Relax, is conditional on the Customer acknowledging and accepting that:
(a) the VOIP service may not offer all the features or resilience the Customer may expect from a conventional phone line; and
(b) the VOIP service may sometimes be limited, unavailable or disrupted due to events beyond Relax’s control e.g. power disruptions, failures or the quality of any connection;
(c) wherever possible, alternative arrangements should be made by the Customer such as fail-over services provided by Relax.;
(d) if the Customer uses the VOIP service to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated;
(e) Emergency Calls made using the VOIP service may fail if there is a power failure or connection failure;
(f) the ability for the Customer to make Emergency Calls cannot be guaranteed;
(g) it will not be possible to make Emergency Calls if the Company has suspended or interrupted the VOIP service for any reason;
(h) the Customer shall be required to provide/confirm his location when making a VoIP originated Emergency Call to enable the correct emergency organisation to respond.
6.13        SITE: To enable Relax to fulfil any obligations under any Contract:
6.13.1     the Customer shall permit or procure permission for Relax and any other person(s) authorised by Relax to have reasonable access to the Customer’s Sites, Equipment and any other relevant telephone system and other equipment and shall provide such reasonable assistance as Relax’s requests.
6.13.2     Relax will normally carry out work by appointment and during Normal Working Hours but may request the Customer to (and the Customer shall) provide access at other times. In the event that the Customer cancels, reschedules or misses any pre-arranged appointment, it shall be liable to Relax for any costs and expenses which Relax incurs as a result of such cancellation, rescheduling and/or missed appointment.
6.13.3     At the Customer’s request, Relax may agree (at its sole discretion) to work outside Normal Working Hours and the Customer shall pay Relax’s reasonable charges for complying with such a request.
6.13.4     The Customer warrants, represents and undertakes that it has adequate health and safety provisions in place at its Sites.
6.13.5     The Customer shall procure all consents, licences and permissions necessary from landlords or other third parties for the carrying out of preparation work, installation of Equipment and for the provision, use and operation of the Equipment and/or Services at the Sites (save to the extent Relax has agreed in writing to do it).
6.13.6     In the event that the Customer is not able to procure the necessary consent to provide the Services within ninety days from the Connection Date, Relax will be able to terminate the Contract forthwith by giving the Customer written notice without any liability. If the Customer has not managed to procure the necessary consents and Relax has commenced work, Relax may ask the Customer who shall, on request by Relax, refund to Relax the cost of all such work (including, without limitation, staff costs and equipment costs) at its then current rates.
6.13.7     The Customer is responsible for making the Site good after any work undertaken by Relax at a Site, including without limitation replacing and re-siting items and for re-decorating.
6.13.8     If the new installation involves the visit of an engineer to facilitate the new installation, the Customer will be responsible for the costs incurred by Relax for the appointment of the engineer.
6.14        DISCONTINUED SERVICES: Relax shall have the right to discontinue the Maintenance Services in respect of specified Equipment in the event that Relax’s supplier and/or the manufacturer has ceased to supply such Equipment, provided that Relax shall notify the Customer as soon as reasonably practical after it is aware of any cessation in supply of the Equipment and shall arrange with the Customer to either terminate the Contract or replace or upgrade the affected Equipment at the Customer’s expense.
6.14.1     Relax shall have the right to terminate forthwith the supply of the Maintenance Services (without further liability to the Customer) in the event that any necessary approvals required by Relax to maintain any of the Equipment are disallowed or revoked by any government or regulatory agencies or any third party.
6.14.2     The Customer undertakes that:
(a) it shall ensure that the Equipment is used in a normal and proper manner;
(b) it will carry out such routine day-to-day preventive maintenance measures as may be recommended in the customer operating instructions and manufacturer’s written recommendations supplied with the Equipment;
(c) it will carry out minor maintenance adjustments suggested by Relax which includes minor programming changes with telephone support and replacement of handsets and cords which are relayed by courier or post;
(d) it will not employ or permit a third party to make any alterations to the programming or physical structure of the Equipment;
(e) it will ensure that the environmental conditions for the Equipment are maintained in accordance with the User Instructions;

 

7.            RATES, PAYMENTS AND CHARGES   
7.1          Payments shall be made as follows:
7.1.1       Each party shall pay to each other for call minutes generated, according to the Rates (detailed in Annex I or the Quote, Order Form or Service Agreement) the total amount of which will be set out in the monthly Report. The rates for inbound traffic represent the Interconnect Rates Relax receives from BT plc. 
7.2          Relax  may at any time vary the Rates detailed in Annex I, the Quote, Order Form or Service Agreement, in the event that BT plc alters the rates paid to Relax , but shall give the Customer 30 days written notice of such change.
7.3          If payment of any sum payable to Relax by the Customer is not made on or before the due date, Relax shall be entitled to charge interest thereafter on such sum at either the rate of four per cent per annum above the current base rate of The Bank of England from time to time or, if higher, such rate as Relax would be entitled to claim under the Late Payment of Commercial Debts (Interest) Act 1998 (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) from the due date until the date of payment whether before or after judgment.
7.4          Relax shall send the Customer a monthly report after the 15th day (but no later than the 28th day) after the end of the month in which the traffic was generated. The Customer must, send Relax an invoice for the amount detailed in the Report, no later than 30 days from the end of the month in which the traffic was generated. Relax shall make payment to the Customer within 45 days from the end of the month in which the traffic was generated. If the Customer fails to deliver an invoice within 30 days of the month end, Relax may delay, at its sole discretion, payment for one calendar month for each month that the Customer fails to deliver an invoice to, Relax. Relax will not make payment for monthly revenue invoices for less than £25 (not inclusive of VAT). The Customer may roll over monthly revenue payments and invoice Relax when the minimum revenue amount of £25 is reached. The Customer must however invoice Relax no later than 90 days after they have been provided with a statement from Relax. Any monthly revenue invoices sent to Relax after this time scale will only be paid at the sole discretion of Relax.           
7.5          All rates detailed in Annex I, the Quote, Order Form or Service Agreement and in the monthly Reports shall be exclusive of all taxes or duties.               
7.6          In the event that OFCOM, or any other regulatory body, or BT plc or any other Carrier with which Relax contracts make retrospective price adjustments to revenues paid to Relax which result in Relax having overpaid the Customer, then Relax at its sole discretion and without prejudice to Relax rights to re-claim such overpayment from the Customer, may deduct from subsequent payments to the Customer, sufficient revenues to reflect the sums overpaid to the Customer.
7.7          The Customer’s Call Minutes shall be calculated according to data logged by Relax which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Customer.
7.8          Relax shall at its sole discretion, not pay any fees to the Customer for Call Minutes generated on Service Numbers allocated in the following circumstances;
7.8.1       Where there has been Fraudulent Traffic, and it shall be accepted that Relax decision (at its sole discretion) shall be final and binding.         
7.8.2       Where BT plc, and any other Carrier with which Relax does business with, will not pay Relax for traffic generated.     
7.8.3       Where Relax (at its sole discretion) believes AIT (Artificially Inflated Traffic) has taken place.
7.8.4       Where Relax is notified by PhonepayPlus that:
(a) any sums payable by the Customer to PhonepayPlus or to any compensation fund or bond established by PhonepayPlus have not been paid; and/or
(b) the Customer or any Information Provider is in breach of the Code;
Relax may withhold all sums due to the Customer until Relax has been notified by PhonepayPlus that all such sums, fines, administrative charges or other sums payable to PhonepayPlus under the Code have been paid in full or any breach has been remedied, and if requested by PhonepayPlus Relax may pay such sums to PhonepayPlus in settlement of amounts owed to PhonepayPlus. In the event that amounts are paid by Relax to PhonepayPlus to settle amounts owed by the Customer then such amounts shall be deducted from any amounts owed by Relax to the Customer.
7.9          Relax may deduct any sum owed to Relax by the Customer, from any sum due to Customer. Relax  may on direction from any regulatory or governmental body, withhold any sum owed to the Customer to cover fines, claims or administrative expenses due to any person from the Customer under this Agreement or otherwise.
7.10        Relax reserves the right to reclaim and terminate the provision of services through any Service Number that produces less than 25 minutes per month for four consecutive months. Such numbers shall be reclaimed and the service terminated upon Relax giving the Customer 14 days notice.
7.11        If during or after the period while this Agreement remains in force, the Customer Ports any of Relax numbers, then the Customer shall pay Relax such sums as are reasonably required by Relax to replace the switching capacity utilised in Relax network by the use of such Ported numbers. The Customer shall, without prejudice to the foregoing, replace such Ported Relax numbers, with numbers that do not utilise the Relax network, as soon as is technically and commercially practical after Relax Ports such telephone numbers and in any event within 7 days of any request from Relax.
7.12        EQUIPMENT: The Price is as stated on the Quote, Order Form or Service Agreement and is exclusive of VAT or any other tax or duty payable. The amount of such taxes or duties shall be added to the Price and shall be payable by the Customer in the same manner as the Price. Any invoices issued by Relax in respect of the Price shall, save in the case of manifest error, be final, conclusive and binding on the Customer.
7.12.1     Unless otherwise specified the Price is based on the assumption that the Delivery of the Equipment and (where applicable) Installation Services will be completed in one continuous visit to the site agreed with the Customer and accordingly Relax may at its discretion at any time increase the Price to take account of any additional costs to Relax (including but not limited to storage and delivery costs) by reason of Delivery and/or the Installation Services taking more than one visit.
7.13        FIXED NETWORK SERVICES: The Charges will be as detailed in the Tariff or unless, and as, stated on the Quote, Order Form or Service Agreement.
7.13.1     Relax shall have the right to alter the Charges from time to time by publishing changes to the Tariff at www.relaxtelecom.co.uk.com (or at such other URL as is notified to the Customer by Relax from time to time) and such changes shall take effect;
(a) no earlier than thirty days after such publication in the event of changes which may be of material detriment to the Customer; and
(b) no earlier than one day after such publication for all other changes,
7.13.2     and if the Customer wishes to object to any proposed change which is of material detriment to the Customer, then the Customer must notify Relax in writing (addressed to Customer Services, Relax Telecom Ltd, Suite 5 Marple House, 39 Stockport Rd, Marple, Cheshire SK6 6BD) within thirty days of publication of the proposed change, otherwise the Customer will be deemed to have accepted the proposed change. For the avoidance of doubt, the service by Relax of any notice in accordance with condition 7.13.1(a) shall not constitute either acceptance of or an admission by Relax that any proposed change is of material detriment to the Customer, nor shall the service of notice by the Customer under this condition constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Customer.
7.13.3     Usage charges payable shall be calculated by reference to data recorded or logged by Relax and not by reference to any data recorded or logged by the Customer. Any invoices issued by Relax in respect of the Charges for Fixed Network Services shall, save in the case of manifest error, be final, conclusive and binding on the Customer.
7.13.4     Line rental is payable from the Connection Date.
7.14        MAINTENANCE SERVICES: The Customer shall pay to Relax the Monthly Support Care Level Charge agreed on the Quote or Order Form. Any invoices issued by Relax in respect of the Charges for Maintenance Services shall, save in the case of manifest error, be final, conclusive and binding on the Customer.
8.3.2 Relax shall have the right to alter the Monthly Support Care Level Charge from time to time by giving the Customer not less than fourteen days’ notice.
7.14.1     VALUE ADDED TAX: All sums referred to under these Conditions, the Quote, Order Form or Service Agreement, any Promotional Terms and any Service Specific Conditions are (unless otherwise stated) exclusive of Value Added Tax (VAT) and any taxes of a similar nature which may from time to time be introduced, which will be payable at the rates ruling at the date of the relevant invoice.
7.15        EQUIPMENT: A deposit equal to at least 50% of the total Price is payable by the Customer at the time of the placing of the relevant order. The balance of the Price is payable immediately upon completion of Delivery
7.16        FIXED NETWORK SERVICES: The Customer shall be invoiced monthly by Relax and shall pay the Charges by Direct Debit within ten days of the date of the invoice (unless otherwise expressly agreed with Relax and set out on the Quote or Order Form).
7.16.1     Line rental is payable monthly in advance, unless expressly agreed in writing by Relax.
7.16.2     Any call credit purchased by the Customer is non-refundable and non-transferable, unless Relax is at fault and unable to provide the Customer with the service that the call credit was allocated to..
7.17        MAINTENANCE SERVICES: Unless otherwise agreed, the Customer will pay the Monthly Support Care Level Charge to Relax by Direct Debit (to such account as Relax may designate for that purpose) in advance .
7.18        Unless e-billing is expressly not required on the Quote, Order Form or Service Agreement, invoices will be made sent by email to the Customer and the Customer at the e-mail address set out on the Quote, Order Form or Service Agreement. Where e-billing is expressly not required the Quote, Order Form or Service Agreement, the invoice may be sent to the registered address of the Customer (or the address of the Customer) at an additional cost of £3.00 per invoice to the Customer.
7.19        If Relax is unable, for whatever reason, to recover any sum due under the Customer’s account within four days following the due date for payment, Relax reserves the right to forthwith suspend all or any of the Services.
7.20        If the Customer’s account remains unpaid (in any part) Relax may require a security deposit of three times the average monthly invoice or payment in full for the next twelve months before Relax will reinstate the Service.
7.21        If the Customer’s account remains unpaid (in any part) for a period of thirty days after the original due date for payment, the Services may then be terminated by Relax.
7.22        Without prejudice to Relax's other remedies, if the Customer’s account remains outstanding for any reason after the original due date for payment, then:
7.22.1     the Customer will be charged an administration fee of £5 + VAT for each piece of correspondence in connection with the recovery of the overdue amount. Relax may also charge the Customer an administration fee of £25 + VAT where it suspends a Fixed Network Service for non-payment; and
7.22.2     Relax reserves the right to refer the outstanding account to a debt collection agency. If Relax instructs a debt collection agency to collect payment (including interest and late payment charges) on its behalf the Customer must pay Relax’s costs payable to the agency, who will add the sum to the Customer’s outstanding debt.
7.23        The Customer will ensure that the name of the account holder is the same as the name on the payment details provided.
7.24        If the Customer cancels an active Direct Debit instruction once a Contract has commenced, an additional administration fee will be added to the monthly invoice of £10.00 (or such other amount as may be notified to the Customer by Relax from time to time) until the Direct Debit is reinstated. Relax also reserves the right to charge the Customer a Direct Debit cancellation fee of £25 + VAT.
7.25        Relax may, without notice, withhold any payments due to the Customer under the Contract or any other agreement between Relax or any other member of its Group and the Customer if:
7.25.1     Relax has reason to believe the Customer is in breach of the Contract; and/or
7.25.2     the Customer is (or Relax reasonably believes that the Customer is) conducting its business or using a Service illegally or unlawfully (including without limitation in breach of the Code or any OFCOM requirements) or for an illegal or unlawful purpose; and/or
7.25.3     Relax has received notice from another network operator that payment will be withheld in respect of calls and Relax has satisfied itself on reasonable grounds that such event has occurred. The Customer will not be entitled to any payment of Call Commission in respect of such calls.
7.26        If any sum owed by the Customer to Relax under the Contract or any other contract with Relax is not paid by the due date, Relax may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Relax.
7.27        Payment of all sums due to Relax shall be made without any set-off whatsoever.
7.28        If the Customer intends to dispute any charge on an invoice, the Customer must do so in writing to Relax within fourteen days of the date of the invoice and provide Relax with all relevant information in support of the disputed charge.

8.            INTELLECTUAL PROPERTY RIGHTS    
8.1          All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt;
8.1.1       The Intellectual Property Rights of the Service Numbers shall be vested in Relax;
8.1.2       Equipment provided at the Site, unless purchased by the Customer, all rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in Relax database accessed by the End Users and the Customer remain vested in Relax;
8.1.3       Information provided to the Customer by Relax pursuant to this Agreement, pertaining to the Customer’s End Users is the property of the Customer.
8.2          The Customer shall not use Relax name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer.     

9.            CONFIDENTIALITY AND USE OF CUSTOMER’S INFORMATION AND DATA FAIR PROCESSING NOTICE
9.1          During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each parties may disclose to its officers and employees such information as may be required for them to fulfil their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.             
9.2          The obligations of confidence, and restrictions on disclosure shall not apply in the following circumstances;
9.2.1       Where such information was already known prior to this Agreement;
9.2.2       Where such information was already in the public domain, save as a result of a breach of Clause 9.1.;
9.2.3       Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or
9.2.4       Where disclosure is required by law.
9.3          The Customer shall ensure that the confidentiality provisions of this Agreement bind all its employees and agents and shall indemnify Relax against loss or damage suffered as a result of a breach of confidence by employees or agents.                          
9.4          Relax shall have the unconditional and irrevocable right to disclose the identity of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, Phonepay Plus or BT plc.
9.5          The Customer acknowledges and agrees that Relax may use Personal Data (as defined within the Data Protection Act 1998) and/or confidential information obtained from the Customer during or following the completion of the Quote, Order Form or Service Agreement or as a result of the Customer’s use of the Equipment or Services and/or arising from or out of the provision of the Equipment or Services, for the following purposes:
9.5.1       administering the Customer’s account
9.5.2       notifying the Customer of changes to the Service, including (without limitation and unless stated otherwise on the Quote, Order Form or Service Agreement) contacting the Customer regarding potential and/or actual enhancements to or offers in relation to the Service;
9.5.3       enabling the Company to supply the Service and Equipment to the Customer;
9.5.4       and for invoicing purposes.
9.6          Relax will not pass Personal Data obtained from the Customer to any third parties for marketing purposes but may send the Customer information about Relax’s (or any member of its Group) own products and services which it considers may be of interest to the Customer, unless the Customer specifically requests in writing that Relax does not do so on the Quote, Order Form or Service Agreement.
9.7          If the Customer wishes to have details of any credit reference or fraud prevention agencies Relax uses to obtain information about the Customer, or receive a copy of the information Relax holds about them, it may do so by submitting a request in writing for a copy of the information to Relax's Data Controller at: Relax Telecom Ltd, Charter House, Latham Close, Bredbury, Cheshire, SK6 2SD, stating the Customer’s full name, address, account number and phone number. Relax may charge a reasonable administration fee for providing such information and Relax may require proof of identification before releasing any information.
9.8          The Customer warrants, undertakes and agrees that it will grant or procure from its employees and other personnel such consents to the use of Personal Data (referred to above) as may be necessary to enable Relax to use such data for the purposes described in these conditions.

10.          LIMITATION OF LIABILITY
10.1        Relax  shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem            
10.2        Relax  shall not be liable for negligence except for death or personal injury caused by its negligence or that of its officers or employees
10.3        Except as otherwise stated the Customer’s sole remedy for any breach of this agreement, shall at Relax ’s sole discretion be;
10.3.1     Correction in a reasonable timescale of any fault;
10.3.2     Replacement of service supplied.   
10.4        Direct damages caused as a result of Relax breaches of this Agreement shall in any event be limited to the previous 1 months revenue generated by the Customer, and received by Relax, but in no event shall exceed for £20,000 for any one event or series of events.  
10.5        Relax shall not be liable for any interruption, delay or failure in service resulting from matters outside its control including but not limited to: acts of god, war, strikes, government action, fire, flood, embargoes, termination of or refusal to grant a licence, storm, riot, power failure, damage to or loss of its equipment or interruption, failure or delay in any service provided to Relax by any third party.  In such an event, the Customer may still exercise its rights of termination set out in this agreement.
10.6        Relax shall have no liability to the Customer in respect of any demand or claim where;
10.6.1     The demand or claim arises as a result of the Customer’s negligence, misconduct or breach of this Agreement;
10.6.2     If the Customer does not immediately notify Relax of any claim;
10.6.3     If the Customer does not give Relax full authority to deal with the claim, or does not provide information and cooperation for Relax to defend the claim.
10.7        LIABILITY FOR REPLACEMENT OR REPAIR: Subject to the following sub-conditions of this condition, Relax  shall, for a period of twelve months from the date of Delivery or Installation (where applicable) whichever is the later event, at its option and without cost to the Customer either repair or replace any defective Equipment to make good any defect which shall be proved to the satisfaction of Relax to be the result of faulty design, materials or manufacture or Installation (only where Relax supplies Installation Services under the Contract) provided that Relax shall have no liability for any such defects unless the Customer notifies Relax, within three Business Days from Delivery or Installation (where applicable) whichever is the later event, of any defect arising prior to and/or on Delivery or Installation (as the case may be) and within twenty four hours of any latent defect arising within such twelve month period.
10.7.1     The liability of Relax shall apply only to defects that appear under proper use and under conditions of operation not more onerous than those declared to Relax by the Customer prior to entering into the Contract, and in particular shall not apply to defects which arise from the neglect, misuse, or faulty maintenance of the Customer or any of its other contractors, or from alterations carried out without the prior written consent of Relax or from repairs carried out improperly by the Customer or its servants or agents or arising from normal wear and tear.
10.7.2     Any repaired or new parts provided by Relax under this condition will be delivered by Relax to the Customer free of charge. Any Equipment (or part) which has been returned to Relax and replaced by Relax shall become the property of Relax.
10.7.3     Relax reserves the right to charge on a market value basis for the costs of repairs and/or call-outs where the damage has resulted from misuse or unauthorised repair or alteration of the Equipment by the Customer, or from normal wear and tear.

11.          INDEMNITY
11.1        Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify Relax  and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service and all costs relating thereto. The Customer agrees not to hold Relax and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of Relax software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.
11.2        The Customer agrees to indemnify Relax , and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to;
11.2.1     A breach or allegation of breach of the conditions of this Agreement;
11.2.2     Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party;
11.2.3     The marketing or promotion undertaken by or on behalf of the Customer;           
11.2.4     The service content provided or marketed by or on behalf of the Customer;
and all costs relating thereto.
               
12.          TERM & TERMINATION
12.1        Until terminated in accordance with the terms of this Agreement, this Agreement shall commence from the date hereof and shall remain in force for a minimum period of 12 months. Provided the Agreement has not been terminated in accordance with the terms of this Agreement, it shall continue after the first minimum term of 12 months for further periods of 12 months until either party gives notice in writing, such notice expiring on the anniversary date of this agreement.
12.2        Subject to conditions of this agreement and without prejudice to any specific termination rights set out elsewhere in these Conditions, the Customer shall not be entitled (once an order has been accepted by Relax) to change or cancel an order:
12.2.1     at all in respect of Equipment; unless otherwise agreed in writing with the Company.
12.3        Relax may terminate this Agreement with immediate effect by giving notice at any time, if;
12.3.1     The Customer does not comply with the terms of this Agreement;
12.3.2     The Customer says, or appears to intend, that it will not abide by the terms of this Agreement;
12.3.3     The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person;
12.4.4     Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets;
12.4.5     Relax believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement; or
12.4.6     Relax, or the Customer, is instructed by, or receives any complaint or objection from  BT Plc, any Carrier with whom it Contracts, OFCOM, or regulatory or governmental body.          
12.4.7     The Customer fails to pay any invoice on time.
12.4.8     If the Customer fails to keep their account in credit, or generates traffic which creates a situation, where the Customer owes more money to Relax, than Relax owes to the Customer.
12.5        Either party may terminate this Agreement if               
12.5.1     either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so, and;
12.5.2     either party takes any steps to wind up or dissolve, or a receiver and/or manager or administrator is appointed over any assets;
12.6        Termination shall be without prejudice to the rights and obligations accruing up to and including the date of termination.
12.7        The Customer may terminate this Agreement at any time during the first 12 months by giving one month’s written notice. Immediately upon notice being given of termination of this Agreement within the first 12 months of this Agreement,
12.7.1     Relax is entitled to keep the whole of all Deposit paid by the Customer.
12.7.2     The Customer shall indemnify Relax in full against all loss (including, but not limited to, all losses or charges incurred by Relax as a result of the Customer terminating the Contract before the end of the Minimum Term.
12.8        The termination or expiry of the Contract shall be without prejudice to any rights or liabilities which have accrued prior to such expiry or termination. Any provision of this Contract which expressly or by implication is intended to survive, shall survive the termination or expiry of the Contract.
12.9        Any implied right to terminate for convenience that the Customer may have under applicable law is hereby expressly excluded.

13.          TECHNICAL SUPPORT AND MAINTENENCE
13.1        Relax may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry our maintenance, upgrade works, or back-ups, Relax shall use reasonable endeavours to keep any consequent disruption to the service to a minimum.
13.2        In the event that the Customer becomes aware of any faults with the service, it shall notify Relax as soon as is practicably possible.               
13.3        Any Maintenance Services shall apply only in respect of Equipment as set out in the Quote, Order Form or Service Agreement supplied by Relax.
13.4        If the Customer elects to use third party Equipment or Fixed Network Services (including but not limited to Broadband elements) over Relax supplied Equipment or Fixed Network Services; the Customer accepts that Relax cannot provide any Maintenance Services relating to this. The Customer also acknowledges that Relax cannot be liable for any interruptions in the service provided by Relax, when supported by third party Equipment or Fixed Network Services
13.5        Where Relax replaces defective Equipment or part thereof, it shall be entitled to supply serviceable reconditioned items in substitution thereof. These Conditions shall continue to apply to the Equipment embodying such substituted items.
13.6        Relax does not warrant that the provision of Maintenance will ensure that the Equipment operates without further interruption or error.
13.7        Maintenance Services shall not include the following:
(a) the repair of damage to the Equipment resulting from accident, neglect or causes other than ordinary use (including, but not limited to, failure to observe any instructions supplied by the Company regarding the operation of the Equipment);
(b) repair, labour or materials required as a result of theft, vandalism, fire, lightning, water damage, fluctuations in electrical power supply, unsatisfactory environmental conditions, telephone line conditions, the connection of unapproved accessories, attachments or other devices or as a result of breach by the Customer;
(c) the alteration, modification or maintenance of the Equipment by any person other than Relax without Relax’s prior written consent;
(d) the transportation or relocation of the Equipment save where the same has been performed at the request of Relax;
(e) any defect or error in any software used upon or in association with the Equipment;
(f) the supply of replacement cassettes, aerials, aerial systems and batteries;
(g) the reprogramming of the Equipment to provide improved or modified service or facilities;
(h) Equipment faults caused by telephone area code changes or changes in Carriers;
(i) ancillary items including but not limited to answer-phones, analogue and digital phones or devices, call loggers, payphones, computers, servers, uninterruptible power supplies, batteries, fax machines, public address systems, printers, cabinets, external music on hold sources, any cabling and/or consumables unless otherwise agreed in writing;
13.8        Relax shall be entitled to levy (and receive from the Customer) Additional Charges if:
(a) Maintenance Services are provided in circumstances where any reasonably skilled and competent person would have judged the Customer’s request to have been unnecessary; and/or
(b) the Customer reports an apparent fault of the Equipment to Relax and upon investigation by Relax the Equipment and/or its Installation is found not to be defective (in respect of a charge for the investigation and/or for any call-out including, without limitation, Equipment changed in a postal exchange where Relax reserves the right to make a charge up to the replacement value of the item in question); and/or
(c) where a fault that has been reported to Relax has been a non-Equipment fault but instead one of a third party supplier (in respect of a charge for the call-out in accordance with Relax’s then current Tariff).
13.8.1     Additional Charges shall be levied by              Relax as follows:
(a) following completion of the work in respect of additional services supplied
(b) following completion of the investigation and/or call out
(c) such Additional Charges (calculated in accordance with the Tariff prevailing at the time) shall be payable by the Customer within seven days of the date of an invoice.

14.          CALL MONITORING
14.1        The Customer agrees that Relax may monitor and record calls made to or by Relax by or to the Customer (and/or any of their employees or personnel), for training purposes, to improve the quality of its customer services and to assist with complaint handling. The Customer undertakes to make its employees and personnel aware of the rights reserved by the Company under this condition.
14.1.2     The Customer agrees that Relax may record calls made by or to the Customer (and/or any of their employees or personnel) by or to third parties for the sole purpose of technical support issues and complaint handling. The Customer undertakes to make its employees, personnel and any third parties aware of the rights reserved by the Company under this condition.

15           DISPUTE RESOLUTION
15.1        Relax will attempt to resolve any dispute or complaint that the Customer may have with Relax. All disputes or complaints must be submitted in writing by the Customer to Relax, marked for the attention of the Customer Complaints Officer, via one of the following methods:
Email:     info@relaxtelecom.co.uk
Post:       Relax Telecom Ltd, Suite 5 Marple House, 39 Stockport Rd, Marple, Cheshire SK6 6BD
15.1.1     If the dispute cannot be resolved within 8 weeks of the Customer raising the dispute or complaint with Relax(which has been acknowledged by Relax) then the Customer may refer the matter to:
(a) Ombudsman Services Communication, via the website www.ombudsman-services.org/ or by telephone on 0330 440 1614 or 01925 430 049; or
(b) OFCOM, the communications regulator via the website www.ofcom.org.uk or by telephone on 0300 123 333 or 0207 981 3040.
15.2        Nothing in this condition shall prevent the Customer or Relax from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.