FleXtel Terms and Conditions of Service
Our Agreement Definitions
Wherever these words and expressions appear in these terms and conditions, they have the following meanings:-
'We', 'Us' and 'Our'FleXtel Limited, a company having its Registered Office at 24 - 32 London Road, Newbury, Berkshire, RG14 1JX. Registered in England No. 2772380.
'FleXtel'a business name of FleXtel Limited.
'You' and 'Your'the customer named on the original Order form and all legal successors as recorded in the Account and any user of the Password.
'Account'the record protected by the Password where we hold your Personal Data both current and historic and any Charges due from you and any Commission due to you.
'AIT'the Artificial Inflation of Traffic usually associated with fraudulent use of the telecommunications infrastructure and/or networks.
'Activation' and 'Activate'the point at which you instruct our systems to connect a FleXtel Number to your designated Network Termination Point.
'Address'both your current Email and your current postal address.
'Agreement'the agreement between us and you in respect of the Services to which these terms and conditions apply.
'Call Seconds'
the period of accumulated answered calls in seconds for each FleXtel Number, as measured by us and being the basis for Commission payments to you; and sixty (60) Call Seconds being one "Call Minute" and sixty (60) Call Minutes being one "Call Hour" and twenty four (24) Call Hours being one "Call Day".
'Charges'
the Service Charge(s), Usage Charges and any other charges payable by you in respect of the Services shown in the Price List or otherwise incurred under this Agreement.
'Commission'
amount(s) paid to you under the Commission Scheme.
'Commission Statement'
The record of the amounts due to you as issued by FleXtel on demand by you showing a unique number, the 'Remittance Statement Reference Number'.
'Connection Charge'
the charge published in our Price List for connection of a FleXtel Number to the Service, payable with this Order.
'End User'the person or legal entity using the Services.
'Equipment'any equipment approved for connection to our or any public telecommunications system which enables use of the Services in conjunction with a FleXtel Number.
'FleXtel Number'the necessary telephone number as may be allocated in the provision of the Services to a Customer which when used with compatible Equipment enables access to the Services and which is protected by the PIN and Password.
'Network'our public telecommunications system or any such system leased by us or subcontracted to us by which the Services are made available.
'Order'your order for the Services subject to these terms and conditions.
'Password'the sequence of words or numbers assigned to protect each FleXtel Account at the time of first order of a FleXtel Number and changed by you, or by us on your behalf, from time to time.
'PIN'the Personal Identification Number assigned to protect each individual FleXtel Number at the time of order and changed by you or by us on your instruction.
'Price List'the list of Charges as published from time to time.
'Selection Charge'the charge published in our Price List payable with this Order on any selection of a coveted FleXtel Number.
'Services'those telecommunications and other services as may be made available to you from time to time.
'Service Charges'the standing sum published in our Price List payable by you periodically for continued access to the Services.
'Signed' and 'Signing'for the purposes of this agreement any Order made electronically shall be deemed signed when your Activate your FleXtel Number. By Activation the issued FleXtel Number you are signing the Order and you agree to be bound by this Agreement.
'Traffic Data' and 'Call Statistics'call information provided to Customers for statistical analysis purposes only.
'Usage Charges'the charges per unit of time, if any, as published in our Price List for metered usage of the Services.
'Website'
the Internet web site(s) owned and operated by Us, including by not limited to http://www.flextel.co.uk.
General
You agree that this Agreement is the complete and exclusive statement of the agreement between you and us. It supersedes all understandings or prior agreements whether oral or written, and all representations or other communication between you and us.
You may not assign or try to assign any or all of your rights and responsibilities under this Agreement but we may assign all or any of ours without your consent being required.
You agree to the disclosure to any telecommunications company, debt collection agency, credit reference agency, security agency, or financial institution, of any information relating to this Agreement and your Account or such other disclosure as may be within our Data Protection Act registration.
We will address all bills and any notices under this Agreement to the Address. You must inform us of any change in the Address. Any bill or notice from us to you shall be deemed served within 48 hours of either posting or dispatch by Email the method of transmission being at our sole discretion.
Any waiver, concession or extra time we may allow you is limited to the specific circumstances in which it was given. It does not affect our rights under the Agreement in any other way.
This Agreement shall be governed, construed, and shall take effect in accordance with the laws of England. It shall be subject to the jurisdiction of the English Courts. You may have the option to refer certain disputes to arbitration, in accordance with our Our Code of Practice for Complaint Handling.Acceptance of Orders
We will only be bound by your Order when it has been Signed by you.
Your AccountWe will open an Account in your name in which all Charges will be recorded. Your Account is protected by the Password, which you must keep secure. According to your Order, we will issue you with a FleXtel Number and make the Services available to you as soon as reasonably practicable. You may apply for additional FleXtel Numbers at any time. Each Order for additional FleXtel Numbers accepted by us will be subject to the terms and conditions of this Agreement. You will be provided with a PIN for each FleXtel Number you Order, which you must keep secure.
Minimum TermUnless we have otherwise agreed in writing, each FleXtel Number is issued to you for a minimum term of twelve months from the date that we first make the Services available to you and for a minimum of thirty (30) Call Days the "Minimum Usage".
PIN and Password Security
You must not reveal your PIN or Password to any third party, unless they are acting as your authorised agent. Regardless of the use of your authorised agent, you will remain liable at all times for the operation of the FleXtel Number under the terms of this Agreement until you request us to disconnect the said number in writing or until a third party accepts the transfer of the number by Signing a new Agreement with us for that number.
Provision of ServicesWe will use reasonable efforts to make the Services available to you at all times. However, the quality and availability of the Services may be affected by factors outside our control such as fire, flood, land heave and subsidence, physical obstructions, atmospheric conditions, Acts of God, industrial action, default or failure of a third party, or governmental action. The Services may also be affected by faults in other telecommunication networks to which the Network is connected.
The services are made available to you on the basis that you :-What and How You Pay
Charges, if applicable, are shown in the Price List. VAT will be added to all bills at the relevant rate where applicable.
It is our current policy to bill you in advance for Service Charges and in arrears for any Usage Charges. We do reserve the right to amend the billing period and to submit interim bills to you. Connection Charges and Selection Charges are due at the time of Order.
Payment is due strictly when you receive your bill. If payment is not made on the due date, we may suspend the Services and charge interest on all sums outstanding at the rate of 5% above the base rate of Barclays Bank plc. The interest rate used shall be that in force on the bill date, and will be applied from the bill date until the date of actual payment.
You will be liable for all Charges for the Services provided to a FleXtel Number Ordered by you, whether or not used by you.
We may vary our Charges at any time. We will give you thirty days' notice of any variations which are relevant to you. We may also vary the terms and conditions of this Agreement from time to time if market conditions change or new legislation, statutory instruments or other governmental regulations or licences make it necessary.
We reserve the right to apply a monthly financial limit for any Usage Charges incurred under your Account. We reserve the right to suspend access to the Services, in whole or in part, if this limit is exceeded.
Commission shall be calculated using relevant Call Data Records according to FleXtel's Commission Rates published from time to time, where:
Payment to you will be made upon receipt of a valid invoice quoting the Commission Statement Reference Number. We reserve the right to withhold payment in the event that we have reasonable grounds for suspecting AIT or other fraudulent or unlawful activity.
By receiving Commission in respect of your promotion of our Services you agree that you:
We accept liability without limitation for death or personal injury resulting from our negligence and, where you deal as a consumer (as defined in Section 12, Unfair Contract Terms Act 1977) for any breach by us of any obligation implied by statute to use reasonable skill and care in the provision of the Services.
We also accept liability up to a maximum of one thousand pounds for direct physical damage to or loss of property resulting from our negligence.
You are required to notify us of any claim as soon as reasonably practicable and in particular, within ten (10) days of your suffering any alleged physical damage to or loss of property.
This Section specifies our entire liability (including liability for negligence) to you. Except as provided above, we shall not be liable for any loss, damage or injury to you whatsoever or howsoever whether direct or indirect, consequential or contingent and whether foreseeable or not. In particular we shall not be liable for any financial loss, loss of business, profit, savings, revenue use, or goodwill. All other statutory express, implied, or collateral terms, conditions, or warranties are negated and excluded.
We will not be liable to you in any event if we are unable to perform an obligation or provide the Services to you because of any factor outside of our control, including but not limited to Acts of God, industrial action, default or failure of a third party, or governmental action.
You are required to indemnify us in respects of any costs or legal fees incurred by us as a result of any breach of this Agreement by you.
We may suspend the Services in whole or in part, or disconnect any FleXtel Number from the Network, at any time without notice if:
You will remain liable for all Charges during the period of the suspension unless, at our sole discretion, we decide otherwise. For example, we would waive charges in the unlikely event that the Network suffered a complete breakdown.
We reserve the right to make a charge for any reconnection and apply different payment terms to you as a condition of reconnection, except only in the circumstances where the Network breaks down, or requires modification or maintenance.
Where any such suspension occurs we shall send you Notice in writing to your last known Address. You shall be liable for any administration charge we deem applicable to unbar your number and/or Account.
When the Agreement EndsWe may terminate this Agreement in whole or in part immediately if:
If you terminate this Agreement for any reason, or we terminate this Agreement for any reason other than (vii) above, you must pay all outstanding Charges on your Account including outstanding Service Charges for any FleXtel Number still within its Minimum Term.
If there are no outstanding charges and you want to terminate this Agreement or any individual FleXtel Numbers under it, you may do so at any time, without charge by using the "Disconnect" facility made available on the Website, at which point the FleXtel Number will be returned to us for reallocation to another customer.
If you wish to terminate the Agreement, but retain the FleXtel Number, using the industry standard Number Portability facility, then within the Minimum Term we will make an administration charge and also charge for any revenue shortfall in the event that Minimum Usage is not achieved. After the Minimum Term you may terminate the Agreement at any time and retain your FleXtel Number, by giving us written notice and paying any industry standard porting fees applicable at that time.