1.1 These Terms and Conditions shall apply to the provision of the services detailed overleaf (“Services”) by Groupcall Ltd [a company registered in the UK under number 4343112 whose registered office is Commerce House, 1 Raven Road, South Woodford, London, E18 1HB (“Supplier”) to you (“Client”) and to the payment of this invoice. No other terms and conditions shall apply to the provision of Services or to this invoice unless agreed upon in writing between the Supplier and the Client.
1.2 The essence of these Terms and Conditions remains the same as those included with the Supplier’s quotation. The tense has been altered to reflect the inclusion of these Terms and Conditions in an invoice.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 The fees (“Fees”) for the Services are set out in the quotation or published tariffs and confirmed in this invoice.
3.2 All annual subscription fees & charges are automatically renewable, and annual invoice will be generated and submitted prior to the renewal date. Any subscription may be cancelled by providing a minimum of one months’ notice in writing. (see Item 6 Termination of Subscription)
3.3 In addition to the Fees, the Supplier is entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services. Any such expenses are included in this invoice.
3.4 The Client has agreed to pay the Supplier for any additional services provided by the Supplier that are not specified in the quotation or published tariffs in accordance with the Supplier’s current, applicable yearly, per text, per second rate in effect at the time or such other rate as may be agreed between the Supplier and the Client. Any such additional services so rendered are detailed and charged for in this invoice.
3.5 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority, unless otherwise stated.
4. Quotation and Contract
4.1 The quotation / published tariff constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).
4.2 The quotation / published tariff is a contractual offer to provide the Services which, upon receipt of a purchase order (written or verbal), the Client has accepted. The Supplier and the Client have entered into a contract for the provision of the Services.
5.1 The Client shall pay the Fees due under this invoice within 7 days of the date of this invoice or otherwise in accordance with any credit terms agreed between the Supplier and the Client.
5.2 Time for payment is of the essence of the contract between the Supplier and the Client.
5.3 If the Client fails to make payment within the period in sub-Clause 5.1, the Supplier reserves the right to charge the Client interest at the rate of 4% per annum above the NatWest Bank base rate from time to time on the amount outstanding until payment is received in full.
5.4 If the Client fails to make payment within the period in sub-Clause 5.1, the Supplier shall have the right to suspend the provision of the Services (where the provision of the Services is ongoing) until payment is received in full.
5.5 Receipts for payment will be issued by the Supplier only at the Client’s request.
5.6 All payments must be made in sterling unless otherwise agreed in writing between the Supplier and the Client.
6. Termination of Subscription
One month’s notice is required in writing to end all subscriptions. Any unused portion of the yearly subscription is non-refundable.
7. Unlimited Text Tariffs
Subscriptions are billed annually in advance and will be reviewed on an annual basis. We reserve the right to increase the cost of the subscription fee if the message usage is disproportionately high or not for the intended purpose.
8. Liability and Indemnity
8.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or this quotation or with the use by the Client of the Services supplied.
8.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.
8.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client [or its agents or employees].
8.4 Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.
9. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
10.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of the party giving notice (or a duly authorised officer of that party).
10.2 Notices shall be deemed to have been duly given: (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
10.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
11. No Waiver
11.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
13. Law and Jurisdiction
13.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.