“Agreement” means this document as may be amended by the parties hereto;
“Commencement Date” means the date of this agreement;
“Customer” or “You” means a customer or prospective Customer of Touchdown Offices Ltd ;
“Service” means the service provided by Touchdown Offices Ltd, The Hawk Business Park, Easingwold, North Yorkshire YO61 3FE, as set out in the schedules attached hereto.
“Password” means the confidential personal identification number which Touchdown Offices Ltd allocate to you to access the service
The contents of this agreement shall apply in relation to all services ordered by you from Touchdown Offices Ltd.
3. Information about you
3.1 You confirm that all information supplied by you to Touchdown Offices Ltd is current, complete and accurate in all respects and you agree to notify Touchdown Offices Ltd immediately of any changes to this information.
3.2 If you agree to pay Touchdown Offices Ltd by direct debit or credit/payment card: (a) you authorise Touchdown Offices Ltd to disclose information about this agreement to your bank or payment card company and to our subcontractors and agents, under strict obligations of confidentiality. You agree to this information being used for credit control purposes and to offer you any further services which Touchdown Offices Ltd may make available; and
(b) you authorise your bank or payment card company to disclose to Touchdown Offices Ltd and our subcontractors and agents under strict obligations of confidentiality information about your bank or payment card account insofar as is necessary in connection with this agreement and to inform Touchdown Offices Ltd if that account is suspended or terminated. You understand that if that account is suspended or terminated, Touchdown Offices Ltd may suspend the service to you and/or terminate this agreement.
3.3 Where you are providing Touchdown Offices Ltd with personal data within the meaning of the Data Protection Act 1998, you confirm that you consent to Touchdown Offices Ltd processing such data lawfully.
4. Provision of Service
4.1 Touchdown Offices Ltd will use our reasonable efforts to make the service available at all times. The extent and availability of the service may be affected by faults in telecommunications networks, services and equipment which are operated by persons other than us. Touchdown Offices Ltd may temporarily suspend the service in order to maintain or modify equipment or software used to provide the service. This will not affect your obligation to pay the charges.
4.2 In addition to any other remedy, Touchdown Offices Ltd may suspend the service immediately without notice if: (a) you break any of your obligations under this agreement;
(b) Touchdown Offices Ltd have reason to believe that you are using or allowing our services to be used in a manner which may bring us or our services into disrepute;
(c) your direct debit or payment card account is suspended or terminated; or
(d) if you exceed any monthly financial limit which Touchdown Offices Ltd apply to your use of the Service.
4.3 Touchdown Offices Ltd may change the telephone number allocated for you to use the service at any time for commercial, technical or regulatory reasons by giving you reasonable notice.
5. Charges and Payments
5.1 Invoice you monthly in advance for subscription charges and monthly in arrears for all other charges incurred by you for using the service. Touchdown Offices Ltd will calculate usage charges using data Touchdown Offices Ltd have recorded. You must pay our invoices in full within seven days after the date of the invoice. Where invoices are not settled within 7 days we reserve the right to suspend your service without notice.
5.2 All sums due from the customer to Touchdown Offices Ltd will be collected by Direct Debit. Whereby a Direct Debit cannot be completed an advance payment of three months subscription will be applied. Touchdown Offices Ltd will apply a £5 administration fee to your account in the instance that your Direct Debit fails, is rejected or cancelled before monies are collected. Where payment is made by credit or debit card a £2.50 administration fee will be applied to your account.
5.3 All charges payable by the customer to Touchdown Offices Ltd under the agreement shall be subject to VAT at the current rate.
5.4 All invoices submitted by Touchdown Offices Ltd to the customer are to be treated as agreed, unless the customer notifies Touchdown Offices Ltd of any discrepancies within 7 days of the receipt of any invoice from Touchdown Offices Ltd.
5.5 Touchdown Offices Ltd reserves the right to charge daily interest at a rate equal to 3% above National Westminster Bank plc base lending rate current during the time that payment remains outstanding. Interest shall continue to accrue until such time as payment has been received by Touchdown Offices Ltd. Additional administration charges may also be applied to your account in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and amended and supplemented to incorporate the features of European Directive 2000/35/EC.
5.6 Touchdown Offices Ltd may at any time require you to pay a deposit as security for payment of any charges payable by you. Touchdown Offices Ltd may hold the deposit until Touchdown Offices Ltd have received all charges due from you under the Agreement and Touchdown Offices Ltd may use all or part of the deposit towards payment of the charges. Touchdown Offices Ltd will repay the deposit following the termination of this agreement as soon as you have paid all charges due in full.
5.7 Touchdown Offices Ltd may impose a monthly financial limit on your use of the Service and may alter the limit from time to time.
5.8 Touchdown Offices Ltd reserves the right to amend or alter the scale of charges by notifying the customer of the revised scale of charges in writing with a minimum of 30 days notice.
6. Cancellation and termination
6.1 Either party may terminate the agreement by giving the other party at least 180 days’ written notice expiring at any time from the date on which Touchdown Offices Ltd first provide the service to you.
6.2 In addition to any other remedy, Touchdown Offices Ltd may terminate the Agreement immediately at any time by giving you written notice if:
a) you break any of your obligations under the Agreement or fail to pay any charges when they are due.
b) your direct debit or payment card account is suspended or cancelled or if you cancel any authority to debit charges from your bank account
c) you supply any information to Touchdown Offices Ltd which is false or misleading or which Touchdown Offices Ltd reasonably suspect may be false or misleading; or
d) Touchdown Offices Ltd have reason to believe that you are using or allowing our services to be used in a manner which may bring Touchdown Offices Ltd or our services into disrepute.
6.3 You may terminate the Agreement immediately at any time by giving Touchdown Offices Ltd written notice if Touchdown Offices Ltd break any of our obligations under the Agreement and Touchdown Offices Ltd do not put things right within seven days of a request from you.
7.1 It is expressly agreed between the customer and Touchdown Offices Ltd that the liability for any damages arising out of the provision of services under this agreement to the customer by Touchdown Offices Ltd whether caused by the negligence of Touchdown Offices Ltd employees or otherwise is limited to actual damages, but in no event shall it exceed £100. Touchdown Offices Ltd will in no circumstances be liable for any indirect, consequential or economic loss, including but not limited to loss of business, loss of contracts, loss of profits, loss of anticipated savings and claims by third parties, whether or not foreseeable.
7.2 Nothing in this agreement shall be interpreted so as to adversely affect the statutory rights of any consumers.
8.1 Touchdown Offices Ltd will use reasonable endeavours to keep your information and messages confidential and secure. However Touchdown Offices Ltd cannot ensure or warrant the confidentiality or security of any information or messages. You also agree that Touchdown Offices Ltd have no responsibility or liability for the deletion or failure to store any messages or other content maintained or transmitted by Touchdown Offices Ltd.
8.2 You must take reasonable precautions to keep your password secret and you must immediately notify our customer support service if you suspect that your password is likely to be used in an unauthorised way. You are solely responsible for all use or misuse of your user details and password, and any losses or damages arising from such use or misuse.
The customer agrees that it will not use the service provided for any improper, immoral or unlawful purpose and that such use constitutes grounds for immediate termination of the services by Touchdown Offices Ltd. Calls may be monitored or recorded for training and quality control purposes.
The customer shall not assign or otherwise deal with any or all of its rights and obligations under this agreement without the prior written consent of Touchdown Offices Ltd, given by Touchdown Offices Ltd’s duly authorised representative. Touchdown Offices Ltd shall have the rights to assign or otherwise delegate all or any of its rights and obligations hereunder to associate companies or any other third party or company upon serving notice in writing to the customer.
11. Force Majeure
Touchdown Offices Ltd will not be liable if Touchdown Offices Ltd cannot provide the service due to any event which is outside our reasonable control, such as fire, lightning, flood, exceptionally severe weather, explosion, war, civil disorder, industrial disputes, fuel or power supply failures or shortages, acts of government or other public authorities.
This agreement shall be governed by and construed and interpreted in accordance with English Law and parties submit to the jurisdiction of the English courts.