1. Provision of Services
We will supply services to You at Your request upon the terms and conditions described:
(a) in these Terms and Conditions;
b) in the New Agreement Form;
c) in our Cost Management Report; and
d) on the Website
(together described as the Contract Documents).
We will rely upon the accuracy of any information, documents, advice, records or data You provide to Us.
You will pay to Us without deduction such fees and other amounts as are described in the Contract Documents. Our terms of trade are 30 days from the invoice date. All payments made using either American Express or Diners Club credit cards will be subject to a 2.75% surcharge. All payments made using a Visa, Mastercard or Bankcard will be subject to a 1.65% surcharge.
This agreement shall be for an initial term of three years. It shall be thereafter extended for consecutive periods of one year unless You advise Us in writing at least 60 days before the expiration of the then current one-year Term that You wish to terminate this agreement, whereupon the agreement shall be terminated 60 days after receipt by Us of your notice of termination.
We will use our best endeavors to procure for you the best available Price for the services. You recognise and acknowledge that, due to the volatility of the energy and telecommunications industry:
a) prices for the services fluctuate considerably;
b) we cannot control such fluctuations; and
(c) we cannot guarantee that any Price which we procure for You will be the lowest price obtainable for the services, or part thereof, for the duration of the Term.
You further acknowledge that you understand we may receive commissions from third party carriers and suppliers.
6. No Warranty for Services
Due to the nature of our business, and in particular due to the fact We procure an agreement for services between You and a third party carrier, We cannot represent or warrant that the services will be uninterrupted or error-free or defect-free or that errors or defects in the services will be corrected.
7. Responsibility for Contract
Responsibility for the terms and conditions of the services contract which We procure between You and a third party carrier lies with You. Accordingly, before entering into such a contract, you must satisfy yourself as to its terms and conditions. You hold Us harmless against any Loss or Damage which You or others suffer as a result of such contract.
Unless expressly stated otherwise, the charges payable for the Services under this agreement are exclusive of VAT. You must pay to us in addition to the charges for the Services an amount equal to any VAT payable on the supply of the Services. That additional amount is payable at the same time any part of the charges for the Services is payable. We will issue a tax invoice to you for the supply of those Services at or before that time.
9.2 You authorise Us to disclose to third parties (including third party carriers) such information as may be reasonably required by them to enable Us and such third parties to provide the services to You.
10. No Liability
To the fullest extent permitted by law, We accept no liability for any Loss or Damage arising from our agreement or dealings with You including (without limitation), the act or omissions of any third party carrier or of any of our employees, officers, agents, contractors or subcontractors or the failure of, fault or defect, in any contractors or subcontractors or the failure of, or default or neglect, in any telecommunications service, network, facilities, equipment or service used contracted or procured by You and Us in supplying telecommunication services.
11. Exclusion of Warranties
11.1 Any condition or warranty which would otherwise be implied in this Agreement is hereby excluded.
11.2 To the extent any legislation implies any condition or warranty, Our liability for breach of such condition or warranty shall be limited at Our option to:
(a) if the breach relates to goods;
(i) the replacement of the goods or the supply of equivalent goods; and
(b) if the breach relates to services:
(i) the supplying of the services again or the cost of having the services supplied again.
11.3 You acknowledge that you have not entered into this agreement in reliance upon any statement (written or verbal) made by Us, other than expressly contained in the Contract Documents.
12.1 If a dispute arises in connection with this Agreement, a disputant may give the other disputant a notice specifying the dispute.
12.2 Within 10 business days after that notice is given, the disputants (each represented by its Chief Executive Officer or other person authorised by the disputant to bind it in connection with the dispute) must confer to resolve the dispute or to decide the method of resolving the dispute.