Terms and Conditions
TERMS AND CONDITIONS
FOR THE SUPPLY OF SERVICES BY
FAX2MAIL LIMITED
TO INDIVIDUAL AND BUSINESS CUSTOMERS
IMPORTANT NOTICE - THE SENDING OF SOLICITED AND UNSOLICITED DIRECT MARKETING MATERIALS IS GOVERNED BY LEGISLATION AND IN SOME CASES IS UNLAWFUL WITHOUT THE EXPRESS CONSENT OF THE RECIPIENT: WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY SET OUT THE TERMS UPON WHICH WE SUPPLY SERVICES TO YOU
1. Definitions
1.1 In these Conditions any reference to “we”, “our”, “ourselves” and “us” is a reference to Fax2Mail Limited and any reference to “you”, “your” and “yourself” is a reference to the Customer specified on the attached Customer Contract
”the Act” means the Data Protection Act 1998
”Conditions” means the standard terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between you and us
”Customer Contract” means the contract between you and us for the sale and purchase of the Services, incorporating these Conditions
”Marketing Personal Data” means Personal Data, whether originating from us, you or a third party, which you ask us to use in the performance of our obligations under the Customer Contract
”Order” means any order made by you under this Customer Contract
”Processing”, “Personal Data”, “Data Subject”, “Data Controller”, “Data Processor” and “Information Commissioner” shall have the meanings contained in the Act
”Services” means such facsimile, e-mail, SMS, mobile text messaging services as we shall provide to you from time to time
2. Applicability of Conditions
2.1 These Conditions shall govern the Customer Contract to the exclusion of any terms or conditions which you purport to apply under any purchase order,
confirmation of order, specification or other document and you waive any right which might have to rely on such terms or conditions.
2.2 No variation to these Conditions or any representation about the Services shall have effect unless expressly agreed in writing and signed by us.
2.3 Each Order by you for Services shall be deemed to be an offer by you to purchase Services subject to these Conditions.
2.4 No Order placed by you shall be deemed to be accepted by us until we agree to provide or actually provide you with the Services.
3. Term
3.1 The Customer Contract shall come into effect upon acceptance by checking the box adjacent to “I agree the terms & conditions” on the Sign up page.
3.2 The term of the contract is initially 12 months, continuing thereafter at the standard Monthly Service Rate, until termination in accordance with Condition 10.
4. Services
4.1 Subject to these Conditions, we will provide Services to you in accordance with your properly formatted and transmitted instructions, which must either, be in writing or transmitted by means of a modem link to us
(such modem link to be in a form previously approved by us).
4.2 Any time specified by us for delivery of Services is an estimate only and time for delivery shall not be made of the essence by notice. If no time has been so specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these Conditions, we shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the
Services nor will any delay entitle you to terminate or rescind the Customer Contract.
5. Pricing and Payment
5.1 Prices for individual accounts using 0871 fax numbers are as follows.
5.1.1 There are no charges for Inbound faxed pages.
5.1.2 The Standard Monthly Rate is £3.00 (GBP) per mailbox.
5.1.3 Charges for Outbound faxed pages exceeding the 30 free pages allowable monthly, are applied at the Standard Page Rate of .10p per page (GBP).
5.2 Prices for individual accounts using 0870 fax numbers are as follows.
5.2.1 There are no charges for Inbound faxed pages.
5.2.2 The Standard Monthly Rate is £5.50 (GBP) per mailbox.
5.2.3 Charges for Outbound faxed pages exceeding the 30 free pages allowable monthly, are applied at the Standard Page Rate of .10p (GBP) per page.
5.3 Prices for individual accounts using 0845 fax numbers are as follows.
5.3.1 The Standard charge for Inbound faxed pages is .05p (GBP) per page.
5.3.2 The Standard Monthly Rate is £5.50 (GBP) per mailbox.
5.3.3 Charges for Outbound faxed pages exceeding the 30 free pages allowable monthly, are applied at the Standard Page Rate of .10p (GBP) per page.
5.4 Prices for individual accounts using 0800 fax numbers are as follows.
5.4.1 The Standard charge for Inbound faxed pages is .05p (GBP) per page.
5.4.2 The Standard Monthly Rate is £10.00 (GBP) per mailbox.
5.4.3 Charges for Outbound faxed pages exceeding the 30 free pages allowable monthly, are applied at the Standard Page Rate of .10p (GBP) per page.
5.5 Prices for individual accounts using their own fax numbers are as follows.
5.5.1 The Standard Monthly Rate is £5.50 (GBP) per mailbox.
5.5.2 There are no charges for Inbound faxed pages.
5.5.3 Charges for Outbound faxed pages exceeding the 30 free pages allowable monthly, are applied at the Standard Page Rate of .10p per page (GBP).
5.4 Prices for individual accounts using 0871 telephone numbers are as follows.
5.4.1 There are no charges for Inbound telephone calls.
5.4.2 The Standard Monthly Rate is £3.00 (GBP) per phone number however all fax customers can purchase their matching telephone number at the Monthly Rate of £1.50 (GBP).
5.5 Prices for individual accounts using 0870 telephone numbers are as follows.
5.5.1 There are no charges for Inbound telephone calls.
5.5.2 The Standard Monthly Rate is £5.50 (GBP) per phone number however all fax customers can purchase their matching telephone number at the Monthly Rate of £2.25(GBP).
5.6 Prices for individual accounts using 0845 telephone numbers are as follows.
5.6.1 The Standard charge for Inbound telephone calls is .05p (GBP) per minute.
5.6.2 The Standard Monthly Rate is £5.50 (GBP) per phone number however all fax customers can purchase their matching telephone number at the Monthly Rate of £2.25 (GBP).
5.7 Prices for individual accounts using 0800 telephone numbers are as follows.
5.7.1 The Standard charge for Inbound telephone calls is .05p (GBP) per minute.
5.7.2 The Standard Monthly Rate is £10.00 (GBP) per phone number however all fax customers can purchase their matching telephone number at the Monthly Rate of £5.00 (GBP).
5.8 A standard set up charge of £10 (GBP) is applied to all individual accounts unless otherwise specified by us or as part of a special promotion.
5.9 Faxed pages sent to international destinations are charged at our Standards International Rates and are available upon request.
5.10 Where applicable charges for Inbound and Outbound faxes and Inbound phone calls will be applied at the Standard Rates. These charges are accumulated until a minimum cumulative value of £5.00 is reached, when payment will be taken via your normal payment method. If in 1 calendar year the cumulative value of Inbound & Outbound faxes and/or Inbound phone calls is less than £5.00 we will carry the balance forward until the minimum value of £5.00 is reached or the Customer Contract is terminated by either party.
5.11 The Standard Charge per personalised cover page is £50.
5.12 Prices for Fax Bundles are as follows.
5.12.1 The Standard price per page for a 500 page fax bundle is .09p (GBP) per page.
5.12.2 The Standard price per page for a 1000 page fax bundle is .08p (GBP) per page.
5.12.3 The Standard price per page for a 2000 page fax bundle is .07p (GBP) per page.
5.12.4 The Standard price per page for a 5000 page fax bundle is .05p (GBP) per page.
5.13 All Fax Bundles shall be valid for a period of 12 months from the date of purchase, any credits not used within 12 months will be void.
5.14 All prices are quoted exclusive of Value Added Tax and any other applicable duty, tax or surcharge for which you shall be liable at the applicable rate from time to time.
5.15 Charges will be debited from your account on or around the 1st of each month if your payment method is Direct Debit.
5.16 All sums payable to us under the Customer Contract shall become due immediately upon termination of the Customer Contract despite any other provision.
5.17 Upon termination of the Customer Contract by either party any charges due for Inbound & Outbound faxes and/or Inbound phone calls will be due immediately, if the amount due is less than the £5.00 (GBP) we will collect the minimum £5.00 (GBP) as specified in Condition 5.10.
5.18 If you fail to pay us any sum due under the Customer Contract by the due date for payment:
5.18.1 We will add a £10 administration charge to your account.
5.18.2 We reserve the right to recover from you the cost of effecting collection of such sum and interest on all outstanding sums from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank plc accruing on a daily basis until payment in full is made, whether before or after any judgment; and
5.18.3 We may suspend performance of our obligations under the Customer Contract wholly or in part.
6. Intellectual Property Rights and Confidentiality
6.1 All intellectual property rights created by us in performing our obligations under the Customer Contract including but not limited to copyright and database rights in any databases of names, facsimile numbers, telephone numbers, postal addresses and email addresses shall belong to us absolutely and you may not copy or otherwise use and/or disclose the same without our prior written consent.
6.2 You undertake to keep confidential and not disclose to any third party any confidential information we may supply to you under the Customer Contract without our prior written approval.
7. Regulatory Compliance
7.1 You acknowledge that where we are carrying out activities on your instructions using Marketing Personal Data we are a Data Processor and you are the Data Controller in respect of the Marketing Personal Data you ask us to Process.
7.2 You are solely liable for any consequences resulting from the Processing of Marketing Personal Data including but not limited to complaints received from Data Subjects and/or the Information Commissioner in relation to the Act and/or any other legislation, regulations and/or codes of practice relating to the sending of solicited and/or unsolicited communications to individuals and corporate bodies.
7.3 We agree that insofar as you are liable for our Processing activities under the Customer Contract we shall:
7.3.1 Process Marketing Personal Data only for Processing activities you ask us to carry out and, subject to the Conditions contained herein, in accordance with any written instructions you issue to us from time to time;
7.3.2 Not disclose Marketing Personal Data you supply to us to any third party other than companies within the same group as us without your prior written consent, such consent not to be unreasonably withheld or delayed; and
7.3.3 assist you at your expense as you may reasonably request from time to time with any subject access requests you or we receive in respect of Marketing Personal Data we Process in the performance of our obligations under the Customer Contract.
7.4 We may refuse to comply with your instructions where we reasonably believe that to do so may force us to be in breach of the Act or any other applicable law.
7.5 Without prejudice to the warranty at Condition 8.3.5.2 you agree to supply, if requested by us to do so, the details of the names, facsimile numbers, telephone numbers and/or email addresses of the Marketing Personal Data you supply to us to send in a form compatible with our data matching software, to allow us but not oblige us to check such details against those on the preference service lists of persons who have registered their requirement not to receive unsolicited direct marketing material. We shall not be obliged to provide any Services to you if you fail to comply with this request.
7.6 You agree to provide us with the details of any person who has notified you of any objection to the despatch by you and/or us to them of direct marketing materials.
8. Warranties and Indemnities
8.1 We warrant that we will provide Services to you with reasonable care and skill and that we will take appropriate technical and organisational measures against unauthorised or unlawful processing of Marketing Personal Data and against accidental loss or destruction of, or damage to,
Marketing Personal Data.
8.2 Any claim made by you in respect of a breach of the warranty contained in Condition 8.1 must be made to us in writing giving full details of your claim within 14 days of the date upon which the circumstances giving rise to such claim come to your attention.
8.3 You warrant that:
8.3.1 you have complied and shall continue to comply in all respects with the Act and all other legislation, regulations and/or codes of practice relating to the Processing of Personal Data and the sending of solicited and unsolicited communications to individuals and/or corporate bodies. This warranty applies to all of our Services but is particularly important for where recipients must have consented to receive communications;
8.3.2 you hold a current notification to the Information Commissioner under the Act in respect of any Personal Data that you make available to us and Processing that you ask us to carry out for you and that you shall maintain such notification for at least the duration the Customer Contract;
8.3.3 you have obtained consent to the use and disclosure of Personal Data you make available to us from the relevant Data Subjects;
8.3.4 the content of any material you ask us to transmit to third parties and the activities you ask us to carry out are legal, decent, honest and truthful and do not infringe the rights (including intellectual property rights) of any third party; and
8.3.5 (if any material you require us to distribute contains direct marketing materials) you have verified that no intended recipient of the material:
8.3.5.1 is an individual, sole trader or part of a partnership (unless that individual has given his express written consent to receiving the material and you shall supply us with a copy of such consent upon our request); or
8.3.5.2 is an individual or a body corporate which is included on a preference service list as a subscriber who does not wish to receive unsolicited direct marketing materials.
8.4 You shall keep us indemnified against all claims, demands, actions, losses (including consequential, direct and indirect losses and loss of profit), damages, costs and expenses (including legal and other professional fees and expenses) awarded against, incurred or paid by us as a result of or in connection with:
8.4.1 your breach of any of the warranties in Condition 8.3;
8.4.2 your failure to comply with any of the terms of the Customer Contract; 8.4.3 your failure to comply with applicable law; 8.4.4 such actions, proceedings, claims and/or demands as are made by any third party as a direct or indirect result of our providing you with Services in accordance with these Conditions save that this Condition 8.4.4 shall not apply in relation such to actions, proceedings, claims and/or demands (if any) that may be made by a third party in relation to any part of our operational system or network; and/or
8.4.5 your transmitting to us, or placing or allowing the placing in any computer program, code which shall corrupt any part of our computer system.
8.5 You shall keep us indemnified for the price of the Services payable by you and any consequential losses sustained by us if we are unable to perform the Services due to receipt of an enforcement notice from the Information Commissioner or other enforcement authority or a court order prohibiting us from carrying out our obligations under the Customer Contract which is directly attributable to any breach by you of the warranties contained in Condition 8.3
9. Liability
9.1 This Condition 9 sets out our entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
9.1.1 any breach of these Conditions; and 9.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Customer Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Customer Contract.
9.3 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation.
YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 9.4
9.4 Subject to Conditions 9.2 and 9.3:
9.4.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Customer Contract shall be limited to the aggregate sums received by us in respect of provision of the Services to you in the 12 months preceding the claim or claims; and
9.4.2 We shall not be liable to you for loss of profit, pure economic loss, loss or interruption of data or computer time, alteration or erroneous transmission of data, accuracy of data, computer program errors, goodwill, business opportunity or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Customer Contract.
10. Termination
10.1 Subject as set out below, this Agreement shall be binding for twelve (12) months and shall continue for further periods of one (1) month thereafter unless or until terminated in accordance with the provisions of this agreement, without loss or refund to us and the balance of the contract owing to us and taken as the cancellation charge. Either party may (without prejudice to any of its other rights hereunder) terminate the Customer Contract forthwith by written notice to the other if:
10.1.1 that other party commits any material breach of any of the provisions of the Contract and in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
10.1.2 that other party (being an individual) dies or suffers an interim order (within the meaning of the Insolvency Act 1986) to be made against him or enters into voluntary arrangement or suffers the making of a statutory demand or the presentation of a petition for a bankruptcy order;
10.1.3 that other party (not being an individual) goes into liquidation, makes any voluntary arrangement with its creditors, becomes subject to an administration order or proposes any resolution or presents any petition for winding up (other than for the purposes of a bona fide solvent amalgamation or reconstruction);
10.1.4 any distress or execution is levied against that other party, a receiver is appointed over any of the property or assets of that other party or that other party enters into negotiations for an arrangement or composition with creditors or is deemed unable to pay its debts as they fall due; or
10.1.5 that other party ceases or threatens to cease to carry on business.
10.2 We may (without prejudice to any of our other rights hereunder) terminate the Customer Contract forthwith by written notice to you if you fail to pay any sums falling due under the Customer Contract within 7 days of the date of the due date for payment.
10.3 Either party shall be entitled to terminate the Customer Contract forthwith and without liability to the other party, other than for Services already supplied, in the event that either party is served with an enforcement notice by the Information Commissioner which relates to either party’s activities in connection with this Customer Contract.11. Force Majeure
11.1 In the event of our being delayed in, or prevented from, performing our obligations under the Customer Contract due to circumstances beyond our reasonable control including without limitation acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our workforce), power outages, failures in telecommunications links or equipment and service of an enforcement notice on us by the Information Commissioner (“Force Majeure Event”), we shall not be liable for any loss, damage or expenses incurred by you and if a Force Majeure Event continues for a continuous period of more than 15 working days either party shall be at liberty to cancel or suspend the Customer Contract without incurring any additional liability arising there from provided that you shall pay us for Services already performed under the Customer Contract.
12. General
12.1 The Customer Contract represents the entire agreement between you and us and supersedes all earlier warranties, representations, statements or agreements (whether oral or in writing) and may only be varied or amended in writing between the parties.
12.2 You may not assign the Customer Contract or any part of it without our prior written consent. We shall be entitled to assign the Customer Contract or any part of it and/or sub-contract the performance of any of our obligations under the Customer Contract to any person, firm or company.
12.3 Subject to Condition 12.2 nothing in these Conditions confers on any third party any benefit or any right to enforce any of these Conditions.
12.4 If any provision of the Customer Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Customer Contract and the remainder of such provision shall continue in full force and effect.
12.5 Failure or delay by us in enforcing or partially enforcing any provision of the Customer Contract will not be construed as a waiver of any of our rights under the Customer Contract and will not be deemed a waiver of any subsequent breach or default by you.
12.6 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified in accordance with this provision to the party giving notice. Such notices shall be deemed to have been given when delivered if delivered by hand, one working day after receipt of a successful transmission report if transmitted by fax and two working days after posting if sent by Special Delivery.
12.7 The formation, existence, construction, performance, validity and all aspects of the Customer Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
In executing these Terms & Conditions I understand that I am agreeing to be invoiced the cost of my actual usage of the services and am also agreeing to be bound by the above Terms and Conditions.
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