This agreement is written in plain English and should be read as such. This agreement is subject to English law.
We have used the terms we, us, our, etc to mean Officenet Systems Ltd, and you, your, etc to mean the customer with whom we are agreeing to provide goods and/or services. We are Officenet Systems Ltd, a company registered in England and Wales number 04136697.
We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid. We are happy to accept any constructive feedback on these terms that would help improve the clarity or legality of these terms.
Things can break: We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent.
Excluding liability: It is our intention in this contract to limit or exclude our liability as much as possible under law. We specifically exclude liability for both direct and indirect loss of profits, revenue, business or data, and for all indirect, special or consequential losses. The extent that such exclusions may apply could depend on whether you are a consumer or business customer.
Negligence: If we are negligent, then we accept that we may have some liability in some cases. We require you to clearly demonstrate we have been negligent in such cases. We require you to demonstrate actual losses for your claim. We require you to take all reasonable steps to minimise your losses.
Money back: Where we have a liability, we limit our liability to a refund of the amount paid for the failed goods or services (a money back guarantee). You agree to this limit whether we are negligent, or not, and even for liabilities that somehow occur when we are not in breach of contract with you.
In the case of on-going services this limit of liability is the pro-rata charge we have made for the period each specific service was not adequately provided, and then only from when the problem was reported to us, and only then after allowing reasonable time for us to get the problem rectified.
If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a one month period.
If we are providing a resilient or redundant service package so that overall services continue in some way when part of the service fails – then the liability only relates to a period where the service as a whole has failed (i.e. all of the redundant parts have failed).
Claims via someone else: You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against charges above that liability in any such claim.
Awards instructed by third parties: You agree that if we are not in breach of contract then we have no liability to compensate you at all. However, if, somehow, we still have some liability, you agree that our liability is limited as above. You also agree that the limits of liability apply if you take a case to alternative dispute resolution and you will not accept any award in excess of these agreed limits. This does not stop you taking cases to ADR if you have a right to do so. This does not stop you accepting any awards that are within what you have agreed as our limit of liability in this contract. We are simply expecting you to stick to what has been agreed, which is the whole point of having a contract. It is normally also part of ADR terms that arbitrators should respect the contract. The intent of this clause is to cover rare cases where they ignore that requirement.
Good will: Nothing in the above prevents us from offering a good will or ex-gratia credit or refund if we feel it would be a appropriate, at our discretion.
It is important to realise what this means. Basically, in most cases, if we screw up, the most you can get is your money back. Some of our services are very cheap and some are even free of charge, so this is not a lot of compensation. If this is a problem, then you should look at getting your own insurance or buying services from someone else. When you order goods or services from us you are agreeing to these limits of liability.
These terms do not affect your statutory rights, and apply to the full extent that the law permits them to within those rights.
We accept that we cannot limit or exclude liability for death or personal injury resulting from our negligence. You agree not to use any services in situations where a failure of such services could result in death or personal injury, and to indemnify us against any claims if you do use services in such a way. We may immediately terminate services if we find that you are using services in such a way or have otherwise lied to us when ordering services. You are liable for any termination charges and minimum term charges in such case.
The VAT rate that applies is the VAT rate applicable at the actual tax point of the invoice issued. We reserve the right to make reasonable price adjustments because of a VAT rate change, including rounding prices to whole pounds, etc.
For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We may also issue interim invoices for usage based services where the usage has reached a set level. We normally issue invoices in advance on the first day of the period being billed. We may issue them several days before the start of the period covered. We have a number of billing options.
We may, in some cases, issue quarterly or annual invoices as 3 or 4 separate invoices issued on the same date with the same terms, one for each month or quarter of the period covered. These can be paid with a single payment. Whilst we normally allow you to choose your billing period, we can insist on calendar monthly billing if we wish, but this will usually only be if there has been some problem with your payments.
Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service, or if changing billing cycle. For ongoing services, whole days are considered only, with a part day counting as a whole day. A partial bill for monthly, quarterly or annual billing considers each day covered to be a proportion of its month (e.g. days in February are 1/28th or 1/29th of a month). For billing cycles based on weeks, each day is considered to be 1/7th of a week.
You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error.
Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to resend payment if it is lost in the post or a card payment is not authorised or other such eventualities.
You must ensure your payment quotes our account reference for you (e.g. A1234A) as quoted on your invoice and statement. This is to be written on the back of cheques sent, or included as a payment reference in any electronic payments. The payment will then be applied in full to the one specified account. If you pay by any form of bank transfer the date shown on our bank statement is considered to be the date you paid – this is important if using the Fast Payment system to send payments late at night or over a weekend as the statement date will be the next banking day. Our staff cannot usually see if you have made a payment until the next working day. We may change this to use the time-stamp of the payment in future, but at present it is the banking day statement date.
Some types of payment, such as international transfers, may have a fee. You can usually choose if you pay the fee or we pay the fee. If we end up paying the fee then this is added to your account, reducing the net amount you have paid. We therefore suggest you ensure you pay the fee to ensure the full payment reaches us otherwise late payment charges may apply.
Unless we agree otherwise, invoices are due for payment immediately. For business customers we are prepared to agree terms such as 14 days, 30 days or end of following month at our discretion. Credit is not automatic or a right and we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on the invoice you must contact us immediately.
Invoices issued for immediate payment must be paid promptly, and arrive no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer, fast payment transfer or other form of payment even allowing for public holidays, etc.
If a payment fails, such as a bounced cheque, or returned Direct Debit collection, this is treated as if the original payment has not been made. This applies even if the payment initially showed on the statement we provide for your account with us. The failure of the payment will normally show as a reversed payment on the account. In most cases such a failed payment incurs an admin fee on your next regular invoice.
With some payment methods, such as card payments or direct debit payments, it is possible for the payment to be clawed back or rejected at a later date. This happens if the bank are asked to refund the payment for any reason, such as a claim under the Direct Debit guarantee.
There really should be no reason for a claw back or rejection. If we have mistakenly taken payment, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the admin fee we charge (£5.00).
You are agreeing that, whatever the payment means, any rejected or clawed back payment (including as a result of a refund given under the Direct Debit Guarantee) is cancelled/reversed on your account with us, making it as though the original payment was not made to us in the first place. This is particularly important in relation to Direct Debits as a refund from the bank results in the bank making an indemnity claim from us rather than a formal reversal of the payment, and in such case you are effectively indemnifying us against us paying such a claim to the bank.
You will still owe us for the goods or services provided or any balance left on the account as a result, and you may become liable for late payment penalties and/or interest, as well as admin fees (see below) and disconnection of services.
For the sake of clarification – if you believe we have issued any invoice in error, you must let us know and we will (if we agree) issue a credit making it so you do not owe the incorrect amount. We would normally refund you any balance due to you at that point, but if you were to claw back the payment that would reduce the amount we then owe you. Of course, if both happens (a refund and a claw back) you will still owe any balance then due to us.
An administration fee is for extra work or costs we incur because of something you do that you did not have to do. These are not normally necessary and you can take steps to avoid them in future. We will try and work with you to help avoid additional admin fees and we may choose to retrospectively credit some fees if you take steps to avoid further work for us.
We are not trying to be difficult here – all of these reasons for an admin fee are choices you make, or things you do not have to do. They all incur extra work for us that would otherwise be unnecessary. It would be unfair to share out these extra costs by increased prices for everyone where the majority of people are able to avoid us incurring this extra work and costs.
We may charge you an administration fee, which is normally £5.00+VAT for the following, on each occasion:-
The admin fee is something of a nominal sum and we suspect our costs are higher on average but only charge £5.00 in the interests of good will. We can, if we wish, charge the full admin fee of £20.00+VAT if you continue cause us extra work. We will advise you if we start charging the full admin fee, such as persistent failure to quote the right payment reference.
We do not normally take payment by card, but can do in exceptional circumstances. This can be useful if you need to bring your account up to date in order to restore service. You will need to talk to our accounts staff to make a card payment, and we will advise you of any card handling fees which apply when you make your payment (e.g. if using a “commercial card”). In light of recent legislation on card handling fees you may find you will have to make a faster payment rather than paying by card.
If you send us money that you do not owe us, such as an over payment or a payment when there are no outstanding invoices, then we will hold this as money on your account. You can ask for the credit balance on your account back at any time and as such we do not consider the payment to be an advance payment in respect of specific future goods or services (Value Added Tax Act 1994 section 6(4)). We do not pay interest on any credit balance. If we invoice you for any goods and services then we will, at that point in time, apply any credit balance on your account towards paying that invoice. To be absolutely clear, your credit balance is not considered a pre-payment for future goods or services.
If we ask for a deposit with your order, then this is placed on your account as an advance payment. If the order cannot be completed and your deposit is refundable then it will be refunded by 2 day BACSbank transfer to you on request. However, we will deduct from the refund any amounts you owe us at that point.
If you have a credit balance for a period of 6 years and have not requested a refund then we will write off the balance, and you agree the sum is a gift to us. No VAT will be charged in such case as no VATable supply is made.
For business customers, late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Revenue & Customs. Note that this includes statutory compensation for late payments between £40 and £100 per late invoice in addition to interest charges at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date. Late payment penalties apply to all commercial contracts in the UK, not just us. (more general information)
Limitations Act: (as with all clauses we expect this clause to be applied to the full extent permitted by law). It is part of our terms that you pay on time, and if you do not then we may charge you penalties and interest calculated in accordance with the Late Payment of Commercial Debts legislation. The way in which we charge you is by issue of an invoice detailing the penalties and interest. We may delay issuing such an invoice for any reason and for any length of time, as we wish, and without explanation. Once we issue that invoice you are liable to pay the invoice amount. If you do not pay, then we can take legal action. This action would be for non payment of an invoice and the cause of action is the issue of the invoice. The date of the cause of action being the date of the invoice, and not the date of the original late payment.
For the purposes of the Late Payment of Commercial Debts (Interest) Act 1998, where payment is required partly in advance and partly in arrears, such as a quarterly invoice on 30 day terms which is 30 days in arrears and the rest in advance, then the invoice shall be treated as two separate debts with part payment due for part of the period as per section 11(2) of the Act. Failure to pay for at least the period which is in arrears by the due date of the invoice will result in a liability for the £40 to £100 penalty applicable for late payment.
If we give you time to pay (credit), we are doing this because we recognise that many businesses have a complex systems for signing off and paying invoices, and that people can be on holiday, or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can’t afford them. As such we do not expect you to deliberately wait to the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy with such a policy and will charge late payment penalties as the law permits.
For consumers, we do not offer credit. You are expected to pay for goods when you order or on delivery, and for on-going service on an on-going basis – e.g. for monthly provided services the payment has to be made before the end of the month we are providing. If you do not pay immediately for services invoiced (including data usage, calls, etc.) then we will charge you interest on your late payment at the same rate as commercial debts as detailed in the Late Payment of Commercial Debts (Interest) Act 1998. We do not however make the fixed penalty charges that is applicable to business customers.
You cannot change these terms and conditions without our agreement in writing and signed by a director (see above). You cannot assign this agreement to anyone else without our agreement. We may change the terms and conditions and prices and any associated rules (such as the AUP). We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month’s notice.
For any one-off sale or the start of a new on-going service the terms and prices at the time of order apply even if recently changed. We will advise you of prices when you place the order.
For on-going services, if we make a change that is to your detriment (including increasing the price of on-going services more than the retail price index or because of a VAT rate change) then you have some additional options.
Our standard current price, as published on our web site or as advised to you individually, applies at the time the invoice is raised for the service. The price applies for the whole of the period invoiced. This means, for example, if you have quarterly billing then the advance charged price for on-going services is fixed for the whole quarter invoiced even if we change prices during that quarter.
In some cases a special price may apply for a period known in advance or a price change may be published in advanced with an applicable date. In such cases advance billed charges may be split at the date the price change is known to happen.
The key point here is that the price shown on the invoice is not changed retrospectively once the invoice is issued.
Some customers can be batch billed where proforma invoices are raised during the month and these are then included in one big invoice at the end of the month. In these cases the price is the one applicable when the proforma invoice is created. This means the price is the same whether batch billed or normally billed.
For telephone services the price is that applicable at the time of the call. To be exact: the named rate for the call is the rate applicable for the number dialled as at the time the call starts. The price for that named rate is the one applicable at the time the call ends. The call is broken in to parts for peak, off-peak, and weekend as applicable.
General information, notices and status updates, are made available on our web pages from time to time, including any changes to these terms.
We may use email to communicate changes, including any changes to terms and conditions or policies or other important information, notices or invoices. You must check our web pages, or read email to ensure you are aware of such information. We consider an email to have been sent once passed to and accepted by any of the mail servers defined for handling email for your email address. It is up to you to choose mail servers that do not throw away email that they have accepted.
Invoices, direct debit information, and other notices may be sent by email to the address you have advised to us for your account with us (or for a specific purpose, e.g. Direct Debit notices can have a specific email address). You can change the email address to which they are sent whenever you like by contacting us.
You may contact us using our published email, telephone or postal information. You are responsible for ensuring any communication actually reaches us (e.g. accepted by our email server), and we consider your communication valid on the date and time it reaches us and not when it was posted or sent.
It is important to note that we may include notices and general information in attachments to emailed invoices, so please read these. We do this to reduce junk email your receive.
If we think a new service or tariff may benefit you, we may include a note to this effect on your invoice or attachments to the invoice email.
We will, of course, try to provide actual services with all reasonable skill and care. This will include some aspects of communication with you which may be called customer service where you may wish to discuss aspects of the service we are supplying which you feel are not satisfactory in some way.
We expect our staff to always be helpful and polite, and we expect customers to do likewise. Internally, we set ourselves high standards for customer services. We are keen to hear of any instances where we fail in these standards. However this is explicitly not part of the contract. If we, or you, are rude or unhelpful then there is specifically zero compensation for this either way in the contract. We may terminate a call or chat if we feel you are being rude, and we would happy for you to do the same if staff are rude. We are happy for you to provide feedback on such cases and we will endeavor to address them. What we offer is to provide the actual services agreed to the level of reliability agreed in return for the price agreed – simple.
The complaints handling procedure is itself a free service we offer, and whilst we are happy to take complaints about the complaints handling procedure, we consider this to be a customer service issue and so not part of the contract.
Pre-contract offer: Because of some requirements in The Communications Act, we have the following rather odd terms for people that are not yet actually buying services from us and which form the reference for any customer service dispute by such people: Prior to forming a contract for goods and/or services we offer to provide the worst possible customer service to you, ignoring you, and being rude and unhelpful, though we reserve the right to do better. Obviously as we are offering poor customer service there can be no dispute and no compensation for us providing poor customer service as that is what we offer. This may seem like a daft thing to say, and we would expect that in practice we will provide much better service to any prospective customers. If you want an explanation of this rather odd clause, please do contact us and we’ll be happy to discuss it.
If you have a dispute you must follow our complaints procedures. We will try and resolve your dispute promptly and fairly. Please remember that the contract terms are key in deciding if you are right or wrong, and that you have agreed a limit of liability even if we are wrong. Please read the limitations of liability section carefully before considering taking any formal action.
Of course, none of this stops us providing a good will credit to you if there are mistakes or inconvenience, should we wish. Such a good will credit will be in exchange for your agreeing that the dispute is fully resolved and that you will not take a matter to arbitration or courts.
If you go in to liquidation, administration, bankruptcy or in anyway stop being liable to pay your outstanding invoices, then we may terminate all services being provided immediately. All goods which have not been paid for in full are ours, and we have the right to collect them from you.
The person(s) dealing with your company (e.g. liquidator) may ask us to continue to provide services. For example, they may want to sell a business as a going concern, or sell assets such as domain names. If they do, then they will have to pay all outstanding charges for those services and agree to pay ongoing charges in advance. This is particularly important for domain names. If we terminate domain names then they can be immediately registered by anyone else (including us) and become their asset.
If you take over the business of a company that has gone in to liquidation and wish to take over services urgently, we may charge a fee for expediting the connection of such services which we decide on a case by case basis.
Whilst some of these terms may now be limited by the The Insolvency (Protection of Essential Supplies) Order 2015, please bear in mind that we do still have the right to choose our customers and can terminate service once outside minimum term for any reason we wish and without any requirement to state a reason. As such, even if we do continue to supply services to an administrator, we may then simply decide to terminate that service if we wish just as we could (i.e. the same “terms” apply) before the customer went in to administration.
If we are unaware that you have gone in to liquidation, or are dissolved as a company, you must tell us. If you do not, and we continue to provide services to you, you will, as former director or beneficiary of such services, become liable to pay for such services personally. Otherwise you would be acting fraudulently by continuing to use such services.
We will, of course, make all efforts to ensure that anything we tell you is truthful and accurate.
You must also tell us the truth. In some cases we may ask you for some information. A simple example may be that we ask if you are a company with more than 10 people working for you, but there may be many other simple matters of fact which we may ask you. In some cases we will rely on the answers you give in ensuring that we comply with legislation and regulations. If we rely on information you provided and it turns out that the information was not correct, and as a result we suffer any loss (including any penalties against officers of the company) then we require you to indemnify us against that loss. So please make sure you tell the truth, and if you do not know, say so. Please also ensure you update us if anything you have told us changes.
It is also important to remember that in addition to fraud being a crime, obtaining a telecommunications service dishonestly with intent to avoid payment is also a criminal offence, and we will report such cases to the police.
If we don’t enforce our contract terms at any point it doesn’t mean we won’t later.
If we don’t charge you for something right away it doesn’t mean we won’t charge for it later if we should have charged you in the first place.
The headings and sub headings in these terms are just there to make reading the terms easier not to constrain the clauses under them.
These terms are not intended to benefit any third party as per Contracts (Rights of Third Parties) Act 1999.
We may anonymously quote comments from any emails or comments we receive unless you specifically say we can’t, e.g. for our testimonials page. We will normally ask first.
It should not really need saying as it would most probably apply under tort law anyway, but if you deliberately do something knowing it will cost us money, over and above the normal costs for providing the goods or services we supply you, then you have to compensate us for that extra cost.