Clarity Telecom Limited Terms & Conditions
1.1 Clarity Telecom Ltd. will make the Service available to you at the Premises as soon as reasonably practicable, following Clarity Telecom Ltd.’s acceptance of your application. In any event Clarity Telecom Ltd. will begin providing the Service 30 days after the Agreement comes into force in accordance with clause 4.1 or at such other time as has been agreed between you and Clarity Telecom Ltd.
1.2 Clarity Telecom Ltd. can provide you with equipment. The equipment provided will remain the property of Clarity Telecom Ltd., but you will be responsible for keeping it safe from damage or theft while it is in your custody. You agree to pay Clarity Telecom Ltd.1) a sum equivalent to the RRP of the equipment at the date it was supplied, or, 2) Agree to pay Clarity Telecom Ltd. all legal costs involved in recovering the money if the equipment provided is lost or damaged or if upon the termination of this Agreement for any reason, you do not return the equipment provided to Clarity Telecom Ltd. free of damage and in full working order. The speed and equipment depends upon the Service and capacity purchased.
1.3 Clarity Telecom Ltd. may route your calls over any carrier or carriers that it may choose for the provision of the Service. You agree that Clarity Telecom Ltd. may act as your agent for the purpose of notifying any carrier that Clarity Telecom Ltd. may choose to use for the provision of the Service that your customer line identification (CLI) should be registered for use by Clarity Telecom Ltd. You agree that Clarity Telecom Ltd. shall have full authority to instruct the carrier on your behalf to cancel any existing CLI registration you might have with any other service provider and to substitute Clarity Telecom Ltd. as your service provider.
1.4 In order to improve the Service, Clarity Telecom Ltd. may, from time to time, change the procedures or methods by which you will access the Service. Clarity Telecom Ltd. will notify you within a reasonable period before any such change is due to take effect.
1.5 Clarity Telecom Ltd. may also provide you with the billing of your line rental. If so all lines will be maintained by BT Wholesale or BT Openreach, but your customer service will be provided by Clarity Telecom Ltd. Clarity Telecom Ltd. reserve the right to suspend telephone lines for any necessary reason.
1.6 You must follow all reasonable instructions issued by Clarity Telecom Limited in relation to your access to and your operation of the Service.
1.7 Number portability is available on the Service. Termination
1.8 We monitor and record calls for the training purposes and for the purpose of improving our customer services and for quality purposes.
Charges and Payment
2.1 You will be charged for calls at Clarity Telecom Ltd.’s published rates. Clarity Telecom Ltd. may vary its rates by notice to you in accordance with clause 6.
2.2 Clarity Telecom Ltd. will usually send you a bill once a month to the address set out on your registration form (or such other address as you request that Clarity Telecom Ltd. uses for billing). You must pay all charges within 14 days by direct debit. Clarity Telecom Ltd. will normally send reminders for late payment, but Clarity Telecom Ltd. may, if it wishes, charge you interest at 4% over HSBC’s Bank Plc’s base rate for the whole period of any late payment.
2.3 In the event that any sum remains outstanding for more than 14 days Clarity Telecom Ltd. may, if it wishes, either terminate the Service or suspend the Service until such time all sums owing have been paid in full, together with such security deposit as Clarity Telecom Ltd. may require. If your account is suspended Clarity Telecom Ltd will charge £25 per telephone number for the administration of reactivation of service. If a line is disconnected there will be a new line installation charge to restore service. Clarity Telecom Ltd can not guarantee that your previous telephone number will be available. Late payments (over 30 days) are subject to a £3 administration charge.
2.4 If any sums owing are overdue by more than 60 calendar days, Clarity Telecom Ltd. may instruct solicitors to recover outstanding balances. You will be liable for the debt plus interest and any costs chargeable by our solicitor including enforcement costs.
2.5 In the event a payment received by Clarity Telecom Ltd. is returned unpaid a £15 administration charge will be applied.
2.6 All quoted tariffs are exclusive of Value Added Tax (VAT) unless stated otherwise.
2.7 For customers on a charge per minute contract Clarity Telecom Ltd expects the call volume not to reduce below 50% of the “expected monthly minutes” as stated on the Customer Contract Agreement for a period of more than 3 consecutive months. If this occurs Clarity Telecom Ltd. reserves the right to charge you for the difference between these two amounts. This shortfall of minutes will be charged at your average call costs as incurred during your time with Clarity Telecom Ltd.. The average cost will be obtained by dividing the total number of minutes used, into the total call costs during your time with Clarity Telecom Ltd. For example, if you selected 1,000 minutes as your expected monthly minutes on the Customer Contract Agreement and you used only 100 minutes (assuming you exceeded the 3 consecutive months’ rule) we reserve the right to charge you for 400 minutes at the average cost per minute.
3.1 You will ensure that any equipment you use with the Service and the equipment provided by us is in good working order and complies with all applicable standards, requirements and approvals.
3.2 You will ensure that the Service is not used for any improper or unlawful purpose or in a manner which is offensive, (including indecent, menacing, nuisance, defamatory or hoax calls).
3.3 You will comply with any reasonable requests and directions that Clarity Telecom Ltd. may make, regarding your use of the Service and/or the equipment provided, as may be necessary to ensure the quality and operational integrity of the Service.
3.4 Fair use policy: Free Calls to O2 tariff; if more than 50% of the total minutes to mobile networks on a monthly basis are to O2 mobiles, surplus minutes will be charged at the normal published rate to call a mobile phone. (e.g. a customer whose mobile call minutes total is 10000 and 9000 minutes are to O2, the surplus calls are charged at 5.4p per minute. The excess O2 minute volume is the difference between the actual O2 minute volume of 9000 minutes and the maximum fair usage (in this case) of 5000 minutes. Here the surcharge would be 4000 minutes x 5.4p per minute, and the actual billed amount would be £216 for all calls to O2 Mobiles). The average call cost per minute for O2 Mobile in this example would be 2.4p per minute (£216/9000 minutes). For Free Calls to Work Mobiles tariff, if more than 50% of the total minutes to mobile networks are to work mobiles, the surplus minutes will be charged at the normal published rate (5.4p per minute). The excess work mobile minutes are the difference between the actual work mobile minute volume and the maximum fair usage (50%).
Length of the Contract
4.1 This Agreement shall come into force on and with immediate effect from the date the Clarity Telecom Customer Contract Agreement is signed (“the Commencement Date”).
4.2 You commit to an initial minimum contract term as stated on the Clarity Telecom Customer Agreement or 24 months (if no term is specified) for the call charges, line rental services and broadband. This is known as the Initial Minimum Period.
4.3 This Agreement will remain in force (unless terminated earlier in accordance with this Agreement) for the Initial Minimum Period and will continue thereafter until terminated in accordance with clause 5 of this Agreement.
5.1 Thirty (30) days before the end of the Initial Minimum Period (or any subsequent periods) you may terminate this Agreement, by giving Clarity Telecom Ltd. 30 day’s written notice to terminate this Agreement to expire with effect from the last day of the Initial Minimum Period or to expire on any subsequent annual anniversary of the Commencement Date.
5.2 You may terminate this Agreement if Clarity Telecom Ltd. varies its terms, resulting in an excessive increase in the charges or changes that alter your rights under this Agreement to your detriment, by giving us written notice to the registered office address below within 30 days of the date of the change. This does not apply if we raise charges by an amount equal or less than the percentage in the Retail Prices Index (RPI).
5.3 Clarity Telecom Ltd. will be entitled to charge an early termination charge for customers subscribed to the line rental and calls service and / or broadband equal to a sum of the line rental and broadband charges and a sum equal to 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.
5.4 Clarity Telecom Ltd. will be entitled to charge an early termination charge for customers subscribed to the calls only service. The early termination charge will be equal to a sum of 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.
5.5 Clarity Telecom will be entitled to charge an early termination charge for customers subscribed to a calls and lines bundled tariff, equal to the monthly bundled charge, to the extent not already paid for the remainder of the term.
5.6 You may terminate this Agreement before the Initial Minimum Period or any subsequent annual term has expired if you give us 30 days written notice of cancellation and pay us all charges that are due plus the early termination charge as described at 5.3, 5.4 or 5.5, as the case may be.
5.7 If you do not give us 30 days written notice of cancellation (whether before or after the Initial Minimum Period (or any subsequent periods) has expired) Clarity Telecom Ltd. will be entitled to charge an amount equal to 30 days average call charges in addition to any other termination charges which arise.
5.8 Clarity Telecom Ltd. may terminate the Service without notice if you become subject to any bankruptcy proceedings or you make an arrangement or composition with your creditors, or a liquidator, administrator, administrative receiver, bankruptcy trustee or similar officer is appointed over any of your assets or you become unable to pay your debts within the meaning of the Insolvency (Northern Ireland) Order 1989; or you do not pay your bill when due; or if we have good reason for believing that any information you have given us is false or misleading.
5.9 Clarity Telecom Ltd. may terminate this Agreement at any time after the Initial Minimum Period has expired by giving you at least 30 days written notice.
5.10 Without prejudice to any other termination rights set out in this Agreement, Clarity Telecom Ltd. may terminate this Agreement immediately on notice if you commit a non-remediable breach of a material obligation of the Agreement or you commit a remediable breach of a material obligation of this Agreement (including without limitation failure to pay any charges by their due date) and fail to remedy such breach within 30 days of the date we notify you of such breach; or where any contract between Clarity Telecom Ltd. and a third party provider of telecommunications services is terminated where such termination affects the provision of the Service. On termination of this Agreement you shall immediately stop using the Service and all amounts you owe as for use of the Service shall be due and payable in full.
5.11 Residential customers or a small business with 10 employees or less, once the Initial Minimum Period has been met will not be rolled into a subsequent term of contract without their express consent. If cancelling a contract within the Initial Minimum Period or any subsequent annual term please see clauses 5.3, 5.4 and 5.5.
5.12 We may from time to time supply promotional offers to some or all of our customers. Such offers shall be subject to any promotional terms and conditions we notify to our customers. Unless otherwise stated in the promotional terms and conditions we shall not incur any liability under the Agreement in relation to such offers. Promotional terms and conditions may require variation to the Agreement in which case you will be deemed to have accepted in writing such variation upon acceptance of the promotional offer. Unless otherwise stated in the promotional terms and conditions an offer may be amended or withdrawn by us (in relation to some or all of our customers) at any time and without notice. For the avoidance of doubt we are not obliged to include you in any offer we make to our other customers. If any equipment or product has been supplied by us at a reduced cost, or free of charge, as part of a promotion or sales offer in connection with this Agreement and you terminate this Agreement or you are in default of this Agreement before the end of the Initial Minimum Period, or any subsequent annual term as specified on the sales contract, you must return the product in as good a condition as it was in when you received it and in its original packaging. Should you fail to return the free gift in its original condition or at all then Clarity Telecom Ltd. may demand payment of a sum equal to the full value of the item when new and selling at full price at the date of termination.
Changes to this Agreement
6.1 We may change this Agreement and the charges at any time. Changes will be notified in writing to you. If we increase the charges for Services you are using or change this Agreement to your disadvantage we will give you 30 days written notice before the increase in charges or changes takes place delivered to the last correspondence address notified to us by you.
Limitations of Liability
7.1 Clarity Telecom Ltd. will provide the Service using the reasonable skill and care that would normally be expected of a competent telecommunications service provider. Clarity Telecom Ltd. cannot, however, guarantee that the Service will never suffer from faults. From time to time the Service may be temporarily interrupted or degraded because of operational reasons, failure of broadband connection or matters beyond Clarity Telecom Ltd.’s control. If this happens your voice service will also fail. The Service may cease to function if there is a power cut or failure. Clarity Telecom Ltd. will take all reasonable steps to ensure that the Service is restored promptly. Clarity Telecom Ltd. shall have no further obligation to you. In no event, will Clarity Telecom Ltd. have a liability for any loss you may suffer as a consequence of any disruption or suspension to the Services. In particular, Clarity Telecom Ltd. Will have no liability to you for any indirect or consequential loss you may suffer, including loss of profit, savings, wasted expenses, financial loss or loss of or damage to data, even where Clarity Telecom ltd, is aware of the possibility of such loss.
7.2 In any event, Clarity Telecom Ltd.’s liability under this Agreement for any loss suffered by you shall be limited to the lower of £1,000 or the total charges paid by you in the twelve months before the act or omission events giving rise to the liability.
7.3 Nothing in this Agreement shall limit or exclude Clarity Telecom Ltd’s liability for death or personal injury.
7.4 Except as expressly stated in this Agreement all warranties, conditions, undertakings or terms express or implied in respect of the Service and equipment are excluded to the fullest extent permitted by law.
7.5 Neither you nor Clarity Telecom Ltd. shall be liable to the other for any loss or damage, which may be suffered by the other due to any cause beyond our reasonable control. Including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lockout, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecom operations or other competent authority, war, act of terrorism, civil disorder or military operation
8.1 If any dispute arises in connection with this Agreement, the parties shall, within five days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
8.2 If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
8.3 No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
8.4 This Agreement and any dispute or claim arising out of or in connection with it and its subject matter or formation (including non-contractual) disputes or claims), shall be governed by, and construed in accordance with, the law of Northern Ireland.
8.5 Subject to clauses 8.1 to 8.4 above, the parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
8.6 If a court decides that any part of this Agreement is not enforceable, that part will not apply, but the remaining terms and conditions will continue to apply.
8.7 You may not assign this Agreement to any other person without Clarity Telecom Ltd.’s prior written consent.
8.8 The Customer Contract Agreement application and this Agreement constitute the entire agreement between Clarity Telecom Ltd. and you. No warranty, term or condition, other than those contained in this Agreement, will govern either your or Clarity Telecom Ltd.’s rights and obligations relating to the Service.
8.9 In this Agreement, ‘Clarity Telecom Ltd.’ and ‘Service’ shall have the meaning given to those terms on the Customer Contract Agreement and shall mean the provision of the Service arising upon the acceptance of your registration by Clarity Telecom Ltd. ‘Agreement’ shall mean these terms and conditions that define the service that you have applied to Clarity Telecom Ltd. to provide to you. ‘Initial Minimum Period’ shall mean initial minimum contract term referred to in clause 4.2. ‘Premises’ means the United Kingdom location at which Clarity Telecom Limited agree to provide the Service.
8.10 The parties to this Agreement do not intend that this Agreement be enforceable by any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.
8.11 Any notice given under this Agreement must be delivered by hand or sent by email or pre-paid post to us at the registered office address below and to you to the last correspondence address notified to us by you.
8.12 No waiver by Clarity Telecom Ltd. of any default by you under the Agreement shall operate or be construed as a waiver by us of any future defaults whether of a like or different character. No granting of time or other forbearance or indulgence we grant you shall imply a waiver of our rights or shall in any way release, discharge or otherwise affect your liability under this Agreement.
8.13 In the event of any inconsistency between this Agreement and the Customer Contract Agreement the order of precedence shall be (1) this Agreement and (2) the Customer Contract Agreement.
SCHEDULE A: SPECIFIC TERMS – MOBILE PHONE SUPPLY 2017
SCHEDULE A: SPECIFIC TERMS – MOBILE PHONE SUPPLY 2017
1.1. This page sets out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) we, Clarity Telecommunications, a company incorporated in Northern Ireland under registered company number NI038966, whose registered office is at Suite C1 First Floor Number 1 Lanyon Quay, Belfast, BT1 3LQ (“we” or “us”) provide mobile telecommunications devices, and associated products (“Products”) and associated services, including support services (“Services”) to you as our client (“you”), as may be more specifically set out within the relevant Order Terms.
1.5. We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated on 31 March 2017.
- DEFINITIONS & INTERPRETATION
2.1. The following terms shall have the following meanings in these Specific Terms: “Agreement” means the agreement between us for the provision of the Deliverables;
“Upgrade” means any upgrade or improvement to your existing package, agreed at the outset of any agreement; “Your Representative” means the person duly authorised by you to act on your behalf for the purposes of the Agreement and identified to us by you under Clause 4.2
3.1. Following signature of the Order Form, and in consideration for payment by you of the Charges, we shall provide the Deliverables to you in accordance with the Agreement.
- CUSTOMER OBLIGATIONS
4.1. You shall co-operate with us in all matters relating the provision of the Deliverables and, in particular, co-operate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;
4.5. You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of you obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.
- CHARGES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
5.1. Although the method for calculation of the Charges outlined in your Order Form will be, subject to Clause 5.2 and 5.3 below, fixed for the Initial Term of the Agreement (subject to the other provisions of the Agreement and any increases introduced by the Network Provider or otherwise outside of our control), we reserve our right to alter our prevailing rates for provision of the Deliverables at any time and without prior notice.
5.3. If you wish to Upgrade during the term of your Agreement you will be required to enter into a new Agreement with us with a new agreed tariff and Monthly Charge. Any remaining months left from the term of the old Agreement will be added onto the term of the new Agreement, once the relevant Order Form is signed. No Upgrades will otherwise be permitted during the term of the Agreement.
- THE PRODUCTS
6.1. You shall be responsible for the safe keeping and safe use of any Products provided to you during the Initial Term. In particular, you agree during the Initial Term to use all Products with reasonable care in accordance with their relevant operating specifications or manufacturer’s instructions, and not to use any Products we have supplied under the Agreement in conjunction with any equipment which we, or the Product manufacturers, did not supply or otherwise approve of in advance.