General terms and conditions
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE SIGNING UP TO OUR SERVICES.
These Conditions apply to and govern all Contracts between Customers and Office 24 for the provision of virtual secretarial support and connected ancillary services. Please read these Conditions carefully and make sure you understand them before ordering any Services. Any offer to buy Services is conclusive acceptance of these Conditions. If you do not accept these Conditions, you will not be able to order any Services from us.
IMPORTANT NOTICE TO ALL CUSTOMERS:
• BY TICKING THE ACCEPTANCE "TICK BOX" AND SUBSCRIBING FOR THE SERVICES ON THIS WEBSITE OR BY USING THE SERVICES YOU AGREE TO BE BOUND BY THESE CONDITIONS WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY).
• BY SUBSCRIBING FOR AND/OR USING THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS A BUSINESS-TO-BUSINESS CONTRACT FOR THE PROVISION OF SERVICES FOR BUSINESS/PROFESSIONAL PURPOSES. YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS NOT A BUSINESS-TO-CONSUMER CONTRACT. YOU ACCEPT THAT YOU MAY NOT USE THE SERVICES FOR NON-BUSINESS/PROFESSIONAL/TRADE (I.E. CONSUMER) PURPOSES.
• UNLESS YOU AGREE TO THESE CONDITIONS, YOU MAY NOT SUBSCRIBE FOR OR USE THE SERVICES.
BACKGROUND:
Office 24 is willing to supply (and the Customer is willing to accept) the Services to the Customer on the terms and conditions set out in these Conditions.
AGREED TERMS:
1. Interpretation
1.1. Definitions. In these Conditions, the following definitions apply:
Acceptance Email has the meaning set out in clause 2.2.
Additional Services the Services made available to the Customer by Office 24 that do not form part of (and are supplied in addition to) the Customer's Service Plan.
Additional Services Charge the sum charged by Office 24 depending on the Additional Services used by the Customer and calculated in accordance with Office 24's price list from time to time in force.
Administration Charge the sum charged by Office 24, in accordance with clauses 5.2.3 and/or 5.4.
Billing Period a month during the Term.
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Call a telephone call received by Office 24 on behalf of the Customer in connection with the Services.
Call Divert Number has the meaning given in clause 3.2.1.
Charges the charges payable by the Customer for the supply of the Services in accordance with clause 7.
Commencement Date has the meaning set out in clause 2.2.
Conditions these terms and conditions as amended from time to time in accordance with clause 15.8.
Confidential Information has the meaning given in clause 9.1.
Contract the contract between Office 24 and the Customer for the supply of Services in accordance with these Conditions.
Credit Limit £100 or such other amount as may be agreed in writing between the parties.
Customer the person, firm or Company who purchases Services from Office 24.
Customer Client any person, firm or company or other organisation who/which is an existing customer or potential customer of the Customer.
Customer Materials any data, information, material and/or documents provided to Office 24 by the Customer.
Customer Portal the online portal via which the Customer can access information about the Services and use various interactive features, including:
- (a) the ability to view and edit current Service and Call settings;
- (b) an overview and history of Calls;
- (c) the ability to access and make amendments to the Customer’s day planner/agenda;
- (d) the ability to edit instructions to Office 24 in connection with the Services (e.g. giving instructions/information to an employee of Office 24 such as sending messages, sharing contacts, how to respond to Calls); and
- (e) the ability to provide feedback to Office 24 in respect of the Services.
Data Controller has the meaning given in section 1(1) of the Data Protection Act 1998.
Data Processor has the meaning given in section 1(1) of the Data Protection Act 1998.
Data Subject has the meaning given in section 1(1) of the Data Protection Act 1998.
Month a calendar month.
Office 24 Office 24 Limited, a company registered in England and Wales with company number 05449671 and whose registered office is at 18A Heath Road, Nailsea, Bristol, BS48 1AD. Order the Customer's order for Services, submitted to Office 24 via the order form available on the Site.
Personal Data has the meaning given in section 1(1) of the Data Protection Act 1998.Security Information the user identification code, password and/or other information used by the Customer (whether allocated by Office 24 or chosen by the Customer) to access the Customer Portal.
Services the virtual secretarial and ancillary services described in the Service Plan selected by the Customer in the Order and any Additional Services, which are to be supplied by Office 24 to the Customer, including the services listed in clause 3.2.
Service Plan the standard set of secretarial services specified by the Customer in the Order and as described on the Site at the Commencement Date (e.g. "Basic", "Professional" or "Premium").
Service Plan Charge means the fixed monthly sum charged by Office 24 in respect of the Services provided to the Customer, which form part of the Service Plan.
Site the website hosted at the domain name address www.office24.co.uk.
Term has the meaning set out in clause 11.
Year a calendar year.
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted, provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of these Conditions, to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. This clause does not, however, apply in relation to taxation;
1.2.4. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.5. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.6. words in the singular shall include the plural and vice versa; and
1.2.7. a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2. After the Customer has placed an Order, Office 24 shall send the Customer an email acknowledging receipt of the Order and which will set out a summary of the the key provisions of the Contract, the Service Plan selected by the Customer, Office 24’s then current schedule of prices in respect of the Services ("Acceptance Email"). The Contract between Office 24 and the Customer shall only be formed when the Acceptance Email is sent by Office 24 to the Customer (the sending of which shall be at Office 24's sole and absolute discretion) ("Commencement Date").
2.3. Where there is a contradiction between the terms and conditions of these Conditions and the terms set out in the Order, the terms and conditions of these Conditions shall prevail.
2.4. All Contracts shall be on these Conditions to the exclusion of all other terms and conditions (including any terms and/or conditions which the Customer purports to apply or seeks to impose orally, or under any purchase order, Order, specification or other document, or which are implied by trade, custom, practice or course of dealing). Accordingly, no terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, Order, specification or other document shall form part of any Contract.
2.5. Any samples, drawings, descriptive matter or advertising produced by Office 24, and any descriptions or illustrations contained in Office 24's brochures or on the Site are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.6. All Orders for Services forwarded to Office 24 by the Customer and accepted by Office 24 shall be governed by these Conditions as apply from time to time. Office 24 reserves the right to amend these Conditions at any time on notice prior to the acceptance of any Order. For the avoidance of any doubt, Office 24 (at its sole and absolute discretion and without having to give any reasons) reserves the right to decline to accept any Order for Services submitted to it by the Customer.
3. Supply of Services
3.1. All Services provided under the Contract are for business and commercial customers only (i.e. non-consumers).
3.2. During the Term, Office 24 shall supply the Services to the Customer in accordance with the Service Plan in all material respects. In particular, Office 24 shall;
3.2.1. provide the Customer with a telephone number to which it may divert its telephone calls to Office 24 in connection with the Services ("Call Divert Number");
3.2.2. provide the Customer with access to the Customer Portal and Security Information for accessing the same;
3.2.3. ensure that the Services are provided by suitably skilled and suitably qualified individuals; and
3.2.4. provide the services with reasonable care and skill and in accordance with all applicable laws.
3.3. Office 24 shall use reasonable endeavours to make the Services available to the Customer between the hours of 6.00am and 18.00pm (GMT) on Business Days, except for:
3.3.1. during such times as Office 24 is receiving unusually and unforeseeably high demand for its services (for example, high call volumes);
3.3.2. maintenance and/or repair or and/or technical work on Office 24’s systems (in the event of planned maintenance or repair work, Office 24 shall give the Customer not less than 24 hours' notice of the same).
4. Changes to the Services/Charges
4.1. Office 24 shall have the right to make immediate changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Office 24 shall notify the Customer in any such event.
4.2. Other than in the circumstances described in clause 4.1, Office 24 shall have the right to make changes to the Services and/or the Charges from time to time, provided that Office 24 shall provide the Customer with 1 month’s written notice of the same. In such circumstances where the proposed change to the Services and/or Charges may be detrimental to the Customer, the Customer shall have the right to terminate the Contract at the end of the then current Billing Period on written notice to Office 24, provided that such notice is given within 1 month of the Customer’s receipt of Office 24’s notice of the change, after which the Customer will be deemed to have accepted the change and the Services and/or Charges shall be altered accordingly.
4.3. The Customer may elect to change to another Service Plan, provided that it notifies Office 24 of its request to change to another Service Plan not less than three (3) Business Days prior to the start of the next Billing Period. Provided that such notice is received, Office 24 shall implement the change at the start of the next Billing Period.
5. Customer's obligations
5.1. The Customer shall:
5.1.1. ensure that the terms of the Order are complete and accurate;
5.1.2. co-operate with Office 24 in all matters relating to the Services;
5.1.3. obtain and provide Office 24 with all such information and materials as Office 24 may reasonably require in order to supply the Services, and ensure that such information is provided within a sufficient period of time to enable Office 24 to perform the Contract and that such information is accurate in all material respects. Such information shall include (but shall not be limited to):
5.1.3.1. (to the extent that such services for part of the Customer’s Service Plan) a standard telephone greeting to be used by Office 24 on receipt of all Calls;
5.1.3.2. (to the extent that such services for part of the Customer’s Service Plan) the Customer Materials, which Office 24 is permitted to provide and/or disclose to Customer Clients, along with instructions as to whom and when such documents and information may be provided and/or disclosed; and
5.1.3.3. at Office 24's request, such information as may be reasonably necessary to verify the identity of the Customer and/or its officers, directors and/or beneficial owners.
5.1.4. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
5.1.5. ensure that its network and systems comply with the relevant specifications provided by Office 24 from time to time;
5.1.6. be solely responsible for procuring and maintaining its networking connection and telecommunications links from it systems and to Office 24's systems, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links.
5.2. If Office 24's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
5.2.1. Office 24 shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Office 24's performance of any of its obligations;
5.2.2. Office 24 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Office 24's failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3. the Customer shall reimburse Office 24 on written demand for any costs or losses sustained or incurred by Office 24 arising directly or indirectly from the Customer Default.
5.3. The Customer shall not:
5.3.1. publish (or procure, enable or assist the publication of) any Call Divert Number in any publicly accessible telephone or business directory or database. The Customer acknowledges that the sole purpose of the Call Divert Number is to divert telephone calls from the Customer to Office 24 for the provision of the Services during such times as the Customer may require the Services.
5.3.2. use the Services (or any part thereof) to access, store, distribute or transmit any material that:
5.3.2.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;
5.3.2.2. facilitates illegal activity;
5.3.2.3. depicts sexually explicit images;
5.3.2.4. promotes unlawful violence;
5.3.2.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
5.3.2.6. is otherwise illegal or may be likely to cause damage or injury to any person or property;
and Office 24 reserves the right, without liability or prejudice to its other rights to the Customer (including its rights to terminate the Contract), to disable the Customer's access to the Services in the event that Office 24 reasonably suspects that that Customer has breached this clause.
5.4. The Customer shall notify Office 24 of:
5.4.1. any change to the Customer’s address, bank details/billing information, contact information, legal personality or other information which may be relevant to Office 24’s performance of the Services and/or payment by the Customer of the Charges;
5.4.2. any period during which the Customer anticipates that it may experience unusually high call volumes, for example, during the course of an advertising campaign featuring the Customer;
5.4.3. any period during which the Customer anticipates that:
5.4.3.1. it will not be contactable via the contact details provided in the Order (or as may be provided pursuant to clause 5.4.1) for a period exceeding two (2) weeks; or
5.4.3.2. it will not be able to receive notifications via the Customer Portal,In the event that the Customer fails to notify Office 24 of the same, Office 24 reserves the right to charge the Customer in respect of the administrative work carried out (at a rate of £50 + VAT per hour) and/or out of pocket costs incurred in addressing the Customer’s omission. Further Office 24 shall be permitted to disclose to third parties that it is a service provider to the Customer, but only to the extent necessary for the protection of Office 24’s own interests.
5.5. The Customer shall treat the Security Information as confidential and shall not disclose them to any third party. Office 24 reserves the right to disable the Customer’s access to the Customer Portal at any time if, in Office 24’s reasonable opinion, the Security Information has been disclosed to an unauthorised third party. The Customer shall notify Office 24 if it has reason to suspect that any one other than it (or employees authorised by it) have become aware of the Security Information.
6. Customer Materials
6.1. The Customer warrants that:
6.1.1. the Customer Materials shall be accurate, complete and correct in all respects; and
6.1.2. Office 24's use of the Customer Materials (or any part thereof) in accordance with these Conditions will not infringe the intellectual property rights of any third party.
6.2. Unless specifically directed to do so by the Customer, Office 24 will not amend, alter or tamper with any of the Customer Materials.
6.3. The Customer acknowledges and accepts that it is solely responsible for the contents of the Customer Materials that Office 24 shall have no liability whatsoever, whether to the Customer or to any third party, in respect of the same. The Customer Materials (and all intellectual property rights in them) are the exclusive property of the Customer.
7. Charges and payment
7.1. On the Commencement Date, Office 24 may (at its sole and absolute discretion):
7.1.1. exempt the Customer from payment of the Service Plan Charge for the first month of the Term;
7.1.2. waive a fixed amount of the Charges due in respect of Additional Services used by the Customer during the first month of the Term;
7.1.3. grant the Customer unlimited use of the Services for a fixed period of time (i.e. subject to no Charges), but the Customer shall only use the Services to the extent reasonably necessary to ascertain the form and function of the Services. Such unlimited use of the Services may be withdrawn by Office 24 at any time, on notice to the Customer; and/or
7.1.4. request payment of (and the Customer shall immediately pay) a security deposit to Office 24 ("Security Deposit"). If the Customer fails to make payment of the Charges in accordance with this clause 7, or causes any loss or damage to Office 24, Office 24 shall be entitled to apply the Security Deposit against such default, loss or damage. The Security Deposit (or balance thereof) shall be refundable within ten (10) Business Days of the end of the Term.
7.2. The Charges for the Services shall comprise:
7.2.1. the Service Plan Charge, which shall be payable monthly in advance from the Commencement Date;
7.2.2. the Additional Services Charge (if any), which shall be payable monthly in arrears from the Commencement Date; and
7.2.3. the Administration Charge (if any), which shall be payable monthly in arrears from the Commencement Date.
7.3. The Customer shall pay the Charges via debit card, credit card, direct debit or standing order. In the case of payment by direct debit or standing order, the Customer shall (upon Office 24's request) provide Office 24 with valid, up to date and complete information in order to permit Office 24 to set up a direct debit or standing order and any other relevant valid, up-to-date and complete contact and billing details as may be necessary for collection of the Charges from the Customer's nominated bank account. The Customer authorises Office 24 to collect such Charges as may be due to it pursuant to this clause 7.
7.4. On the Commencement Date and thereafter within 3 days of the end of each Billing Period, Office 24 shall issue an invoice to the Customer in respect of the Charges due to it pursuant to clause 7.2. Office 24's invoice shall specify:
7.4.1. the sum of the Service Plan Charge due from the Customer in advance of next Billing Period;
7.4.2. an itemised list of all Additional Services used by the Customer in the Billing Period to which the invoice relates and the payment due in respect of each Additional Service supplied; and
7.4.3. the total sum of Additional Services Charges due from the Customer in respect of the Billing Period to which the invoice relates.
Invoices shall be provided to the Customer via the Customer Portal, email and/or post (at Office 24's sole discretion).
7.5. The Customer shall pay each invoice submitted by Office 24:
7.5.1. within 14 days of the date of the invoice ("Due Date");
7.5.2. in full and in cleared funds to a bank account nominated in writing by Office 24, andtime for payment shall be of the essence of the Contract.
7.6. All amounts payable by the Customer under the Contract:
7.6.1. shall be payable in pounds sterling;
7.6.2. are, subject to clauses 10.2.2 and 7.1.4, non-cancellable and non-refundable;
7.6.3. are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Office 24 to the Customer, the Customer shall, on receipt of a valid VAT invoice from Office 24, pay to Office 24 such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.7. If the Customer fails to make any payment due to Office 24 under the Contract by the Due Date for payment , then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8. The Charges incurred in any Billing Period shall be subject to the Credit Limit. In the event that the Charges incurred by the Customer in any Billing Period exceed the Credit Limit, Office 24 shall notify the Customer that the Credit Limit has been exceeded and may immediately issue an interim invoice for the Charges incurred, which shall be payable in accordance with this clause 7.
7.9. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Office 24 may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Office 24 to the Customer.
8. Data Protection
8.1. During the Term, Office 24 may be given access to the Customer’s data in such circumstances that the Customer may be the Data Controller and Office 24 may be the Data Processor of the Personal Data held by the Customer. In such circumstances:
8.1.1. Office 24 shall process the Personal Data in accordance with the Customer’s instructions from time to time and shall not process Personal Data for any purpose other than those expressly authorised by the Customer;
8.1.2. Office 24 shall process the Personal Data in compliance with applicable laws, enactments, regulations, orders, standards and other similar instruments;
8.1.3. Office 24 shall, having regard to the state of technological development and the cost of implementing any measures, it will:
8.1.3.1. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss, destruction or damage to, Personal Data to ensure a level of security appropriate to:
8.1.3.1.1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
8.1.3.1.2. the nature of the Personal Data to be protected.
8.1.3.2. take reasonable steps to ensure compliance with those measures specified in clause 8.1.3.1.
8.1.4. The Customer acknowledges that Office 24 is reliant on the Customer for direction as to the extent to which Office 24 is entitled to use and process the Personal Data. Consequently, Office 24 will not be liable for any claim brought by a Data Subject arising from any act or omission of Office 24 to the extent that such act or omission resulted directly from the Customer’s instructions.
9. Confidentiality
9.1. Each party undertakes that it shall not at any time during this agreement or during the period of two years after its termination disclose to any person any information disclosed to it by the other party concerning the business or affairs of the other party, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities, clients and potential clients ("Confidential Information"), except as permitted by clause 9.2.
9.2. Each party may disclose the other party’s Confidential Information:
9.2.1. to its employees, officers, agents, consultants or subcontractors ("Representatives") who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 9, as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
9.2.2. as may be required by law, court order or any governmental or regulatory authority.
9.3. The provisions of clauses 9.1 and 9.2 shall not apply to any Confidential Information that and to the extent that the Confidential Information:
9.3.1. was generally accessible to and publicly known prior to the date of this agreement or subsequently becomes so through no wrongful act, omission or fault of the receiving party;
9.3.2. is at the time of disclosure already known by the receiving party, unless such knowledge is subject to a restriction as to use or disclosure; or
9.3.3. is acquired from a third party who is lawfully in possession of such Confidential Information in good faith and without an obligation of confidence being owed by that third party (whether to the receiving party or otherwise) in respect thereof.
9.4. Each party may disclose the other party's Confidential information that:
9.4.1. either party is required to disclose by law, court order or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, it gives the other party as much advance notice of such proposed disclosure as reasonably practicable; or
9.4.2. either party is required to disclose to a court of law in connection with a dispute concerning this agreement.
9.5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.
10. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1. This clause 10 sets out the liability of Office 24 (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Customer in respect of:
10.1.1. any breach of any Contract howsoever arising;
10.1.2. the Services, or any part thereof (including any use made of them);
10.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with any Contract; and
10.1.4. any other liability (including non-contractual) howsoever arising under any other legal theory whatsoever arising out of or in connection with any Contract.
10.2. Nothing in these Conditions shall limit or exclude the liability of either party for:
10.2.1. death or personal injury resulting from negligence, or the negligence of its employees, agents, consultants or sub-contractors; or
10.2.2. fraud or fraudulent misrepresentation or wilful default; or
10.2.3. for any other matter which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.
10.3. Subject to clause 10.2, Office 24 shall not under any circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever under any legal theory whatsoever, for any of the following losses (whether direct or indirect):
10.3.1. loss of profits or revenue (other than the price of the Services plus interest);
10.3.2. loss of business;
10.3.3. depletion of goodwill and/or loss of reputation;
10.3.4. loss of contracts;
10.3.5. loss or corruption of data or information; or
10.3.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;
10.3.7. wasted management and/or staff and/or office time;
10.3.8. loss of anticipated savings;nor any other special, indirect or consequential loss, costs, damages, charges or expenses.
10.4. Subject to clause 10.2, Office 24’s total liability to the Customer whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever arising under any legal theory whatsoever shall in all circumstances be limited to and shall not exceed:
10.4.1. for non-payment of any amounts due under this agreement, to the amount of the debt due (plus any interest thereon);
10.4.2. for any other type of liability, a total sum equal to a sum equal to three times the average of the Charges paid by the Customer in each month of the Term up to the date that Office 24 was first notified of the relevant claim in writing.
11. Duration
The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 12 ("Term").
12. Termination
12.1. Without limiting its other rights or remedies, either party may terminate the Contract:
12.1.1. during the first two months of the Term, immediately upon giving written notice to the other party;
12.1.2. after the first two months, but during the first year of the Term, upon giving 1 month's written notice to the other party;
12.1.3. during the second and third years of the Term, upon giving two months' written notice to the other party;
12.1.4. after the third year of the Term, upon giving three months' written notice to the other party.If a party gives notice to terminate the Contract in accordance with clause 12.1.2 to 12.1.4 (inclusive), the Contract shall terminate at the end of the next Billing Period following the end of the relevant notice period.
12.2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.2.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
12.2.2. the other party fails to pay any amount due (e.g. Charges) under the Contract on the due date for payment and remains in default for not less than 14 days after being notified in writing to make such payment;
12.2.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
12.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
12.2.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
12.2.6. a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.7. the other party (being an individual) is the subject of a bankruptcy petition or order;12.2.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
12.2.9. an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
12.2.10. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
12.2.11. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
12.2.12. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.4 to clause 12.2.11 (inclusive);
12.2.13. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
12.2.14. the Customer's financial position deteriorates to such an extent that in Office 24's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
12.2.15. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.3. Termination of the Contract shall not prejudice any of the parties' rights and/or remedies which have accrued prior to or on the date of termination.
13. Consequences of termination
13.1. On termination of the Contract for any reason:
13.1.1. the Customer shall immediately pay to Office 24 all of Office 24's outstanding unpaid invoices plus interest, along with all Charges in respect of Services supplied but for which no invoice has been submitted, Office 24 shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.1.2. each party shall promptly return to the other party all equipment documents, materials and property belonging to the other party that the other party had supplied to it in connection with the provision of the Services under the Contract;
13.1.3. return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
13.1.4. erase all the other party’s Confidential Information from its computer systems (to the extent possible);
13.1.5. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.2. Upon termination of the Contract, this clause 13 and the following clauses shall continue in full force and effect: clause 1(Interpretation); clause 7 (Charges and payment); clause 9 (Confidentiality); clause 10 (Limitation of Liability); clause 14 (Force majeure); and clause 15 (General).
14. Force majeure
14.1. "Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation:
14.1.1. acts of God, flood, drought, earthquake or other natural disaster;
14.1.2. epidemic or pandemic;
14.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
14.1.4. nuclear, chemical or biological contamination or sonic boom;
14.1.5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
14.1.6. labour or trade disputes, strikes, industrial action or lockouts of Office 24;
14.1.7. partial or total non-performance or failure of Office 24’s supplier’s or sub-contractors
14.1.8. collapse of buildings, fire, explosion or accident; and/or
14.1.9. interruption or failure of utility service.
14.2. Provided it has complied with clause 14.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.3. The Affected Party shall:
14.3.1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 2 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
14.3.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.4. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than one month, the party not affected by the Force Majeure Event may terminate this agreement by giving 7 days' written notice to the Affected Party.
15. General
15.1. Entire Agreement.
15.1.1. These Conditions (and any document referred to in them) constitute the entire terms and conditions between the parties in respect of any Contract and supersede all previous agreements between the parties relating to the subject matter of any Contract.
15.1.2. Each party acknowledges that, in entering into a Contract (and any document referred to in it), it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Conditions (whether made innocently or negligently) shall be for breach of contract.
15.1.3. Nothing in this clause shall limit or exclude any liability for fraud
15.2. Assignment and other dealings.
15.2.1. Office 24 may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
15.2.2. The Customer shall not, without the prior written consent of Office 24, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
15.3. Notices.
15.3.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to: 15.3.1.1. the Customer at the address, fax number or email address provided in the Order or pursuant to clause 5.4.1;
15.3.1.2. Office 24 at 18A Heath Road, Nailsea, Bristol, BS48 1AD, by fax to 01179 119 191, by email to info@office24.co.uk,or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail or, in the case of notices/communications to the Customer only, uploaded to the Customer Portal.
15.3.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.3.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail or uploaded to the Customer Portal, one Business Day after transmission.
15.3.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.4. Severance.
15.4.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.4.2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.6. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.7. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.8. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Office 24.
15.9. Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).