1. CONTRACT
DEFINITIONS
1.1 “WORLD TELECOM” means World Telecom, the UK trading name of O-bit Telecom Ltd, which expression
shall, where the context so requires, include its successors and assigns and
any Associated Company thereof.
1.2 “ASSOCIATED
COMPANY” means any subsidiary of World Telecom or other associated company as defined
by Section 736 and 736A of the Companies Act 1985).
1.3 “CARDHOLDER” means a person to whom World Telecom has issued a Global Calling Card.
1.4 “CONTRACT” means
an agreement between the Cardholder and World Telecom incorporating these terms
and conditions.
1.5 “CALL” means a
communication utilising an approved public
telecommunications
operator licensed under any
applicable statute, rule or regulation.
1.6 “CALLING CARD
ACCOUNT” means the Cardholder’s account for the service.
1.7. “GLOBAL CALLING
CARD” or “CALLING CARD” means a card together with the card number issued by World
Telecom from time to time in accordance with the terms of this Contract for use
with the World Telecom Global Calling Card Service.
1.8 “PIN” means a
Personal Identification Number issued by World Telecom to the Cardholder.
1.9 “SERVICE” means a
service whereby Calls may be made using a Calling Card and a PIN in accordance with
the Terms and Conditions of this Contract.
1.10 “SERVICE
LITERATURE” means World Telecom’s current service literature as specific to
Calling Card and associated Services existing from time to time.
2. OWNERSHIP
A Calling Card issued
under this Contract remains at all times the property of World Telecom and
shall be returned to World Telecom at any time forthwith, on demand.
3. SERVICE
CONDITIONS
3.1 World Telecom
shall issue the Calling Card and individual PIN number to the Cardholder in
accordance with the Service Literature.
3.2 Dates and times
for provision of the Service shall be estimates only and no liability shall
accrue to World Telecom for failure to meet any such dates or times.
3.3 The Cardholder
shall ensure that he/she:
(a) uses the Calling Card and PIN in accordance with this
Contract.
(b) does not permit or suffer anyone but the Cardholder to use
the Service.
(c) does not disclose the Calling Card number or PIN to any
third party other than the relevant User, an operator employed by an approved
telecommunications operator for the purpose of initiating a Call via the Service,
or other person authorised by World Telecom.
(d) ensures that upon any Calling Card number or PIN ceasing to
be valid
through the termination of
this Contract or expiry of such Calling Card or
otherwise no attempt shall be
made to make a Call via the Service using such Calling Card and/or PIN.
(e) immediately notifies World Telecom verbally on becoming
aware that a Calling
Card or PIN has been
lost or stolen or has been or is likely to be put to an
unauthorised use and confirms the same
in writing to World Telecom within 24
hours.
(f) complies with any instructions regarding the use of the
Service as may be
notified to the Cardholder or
World Telecom from time to time. Such
instructions shall be deemed to
form part of this Contract.
3.4 Use of the Card
constitutes acceptance of these Terms and Conditions.
4. WORLD
TELECOM’S RIGHTS
4.1 World Telecom
shall be entitled to alter any PIN or Calling Card number or any
other Cardholder-specific
name, number or code as may be issued by World Telecom from time to time to the
Cardholder and/or the User(s) for use with the Service.
4.2 World Telecom may
suspend the Service to the Cardholder at its sole discretion in the interests
of the quality or maintenance of the Service, or if any Credit Limit is
exceeded.
4.3 World Telecom
shall be entitled to renew and/or replace the Calling Card and/or PIN as it deems
fit.
5. CHARGES
AND PAYMENT
5.1 A copy of the
company’s charges for the service shall be available to Cardholders at all
times.
5.2 World Telecom
shall use its best endeavours to bring to the
attention of the Cardholder any variation in prices prior to their
implementation.
5.3 All relevant
charges will be added to the Calling Card Account for the Cardholder and an
account will be maintained for each Calling Card, or if so agreed, a combined
account for all Calling Cards issued to a single Cardholder.
5.4 All sums due to
World Telecom under this Contract shall be payable either by
direct debit or by a
charge to the Cardholder’s credit card within 15 days of the date of the
relevant invoice, but, if the Cardholder fails to make any payment within such
period, without prejudice to its other rights hereunder World Telecom shall
have the right to require the Cardholder to pay all sums due on demand.
5.5 Time of payment
of all sums due to World Telecom under this Contract shall be of the essence.
Without prejudice to World Telecom’s right to treat the non-payment as a repudiative breach of this Contract, World Telecom reserves
the right to charge daily interest on outstanding amounts until payment is
received in full at a rate equal to 4% per annum above the Midland Bank plc
Base Lending Rate as current from time to time
whether before or after judgement. Interest shall continue to accrue notwithstanding
termination of this Contract for any cause whatsoever.
5.6 World Telecom
reserves the right to charge for administrative costs incurred by World Telecom
in pursuing late payers.
5.7 All sums due to
World Telecom under this Contract are exclusive of Value Added Tax (“VAT”), and
any
other applicable taxes,
levies or charges which may from time to time be introduced, which shall be
paid by the Cardholder.
5.8 The Cardholder
shall be liable for all charges arising from calls made by any person utilising the Cardholder’s Calling Card (whether due to
loss, theft, parting from possession, or any other unauthorised use unless caused by World Telecom) until such time as the Cardholder has notified
World Telecom of any loss, theft, parting from possession or any other unauthorised use of the Calling Card or PIN in accordance
with Condition 3.3.e.
6 TERMINATION
6.1 Notwithstanding
anything to the contrary express or implied elsewhere in this
Contract World
Telecom (without prejudice to its other rights) may terminate this
Contract forthwith in
the event that:
(a) the Cardholder
fails to make any payment when it becomes due to World Telecom or shall default
in due performance or observance of any obligation under this Contract or any
other contract with World Telecom or an Associated Company and (in the case of
remediable breach) fails to remedy the breach within a reasonable time
specified by World Telecom in its written notice so to do; or
(b) an interim order is made, or a voluntary arrangement
approved, or if a
petition for a bankruptcy
order is presented or a bankruptcy order is made
against the
Cardholder or if any circumstances arise which entitle the court or a creditor
to appoint a receiver, administrative receiver or administrator or to present a
winding-up petition or make a winding-up order.
6.2 Those conditions
of this Contract of a continuing nature shall survive termination of this
Contract for any reason whatsoever.
6.3 This Contract may
be terminated forthwith by either World Telecom or the Cardholder PROVIDED THAT
any notification of termination by the Cardholder shall be confirmed in writing
by the Cardholder within 7 days of any verbal notification.
6.4 If this Contract
is terminated by either party hereto, the Cardholder shall:
(a) pay to World Telecom all arrears of charges payable under
this Contract up to the date of termination: and
(b) return to World
Telecom all Calling Card(s) cut in half in accordance with the terms of this
Contract; and
(c) immediately cease to make use of the service.
7 CONFIDENTIALITY
The Cardholder and
any User shall at all times keep confidential the terms of this
Contract and all
matters relating to the Service, and shall not disclose the same to any third
party without the prior written consent of World Telecom.
8 LIMITATION
OF LIABILITY
8.1 World Telecom
shall be liable to the Cardholder for personal injury or death caused by its
negligence and otherwise as expressly provided in this Contract, but shall have
no other obligation, duty or liability whatsoever in contract, tort or
otherwise (express or implied) to the Cardholder other than a duty to exercise
reasonable skill and care.
8.2 World Telecom
shall have no liability under this Contract for the acts and omissions of other
public telecommunication operators. The liability of World Telecom in contract,
tort or otherwise arising out of or in connection with the performance of World
Telecom’s obligations under this
Contract shall be
limited to £10,000 in the aggregate.
8.4 World Telecom
shall not be liable for any special, incidental, indirect or consequential loss
whatsoever, including but not limited to, loss of profit, revenue, contracts or
business or anticipated savings or profit.
8.5 The provisions of
this Condition 8 will continue to apply notwithstanding the
termination or expiry of this
Contract for any reason whatsoever.
9. DEPOSIT
9.1 World Telecom may
at any time before or after the provision of the Service require the payment in
a manner specified by World Telecom of a sum to be held by way of a deposit as
and against any charges arising from use of the Service and World Telecom shall
be entitled to offset such deposit against any outstanding sums including
interest due or owing to World Telecom from time to time.
9.2 World Telecom may
add to any deposit or part thereof which is repaid after a
period of more than one
year’s retention a sum of interest calculated at the rate and in the manner
determined by World Telecom from time to time.
10 ASSIGNMENT
10.1 The Cardholder
shall not assign or delegate or otherwise deal with all or any of its rights
under thisContract.
10.2 World Telecom
shall have the right to assign or otherwise delegate all or any of its rights
and obligations hereunder to an Associated Company or other person upon serving
one month’s notice in writing to the Cardholder.
11 VALIDITY
A Global Calling Calling Card shall cease to be valid
(a) when World Telecom is notified in writing of circumstances
as described in
Condition 3.3.e;
(b) upon termination of the Service under this Contract.
12 FORCE MAJEURE
Neither party shall
be liable to the other for any loss or damage which may be
suffered by the other party
due to any cause beyond the first party’s reasonable
control including without
limitation any act of God, inclement weather, failure or
shortage of power
supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government,
highway authorities, public telecommunication operators or other competent
authority, war, military operations, or riot, difficulty, delay or failure in
manufacture, production or supply by third parties of the Service or any part
thereof.
13 NO WAIVER
Failure by either
party to exercise or enforce any right conferred by this Contract
shall not be deemed to be
a waiver of any such right nor operate so as to bar the exercise or enforcement
thereof or of any other right on any later occasion.
14 ENTIRE CONTRACT
14.1 This Agreement
is the entire agreement between the parties on the subject matter contained
herein and supersedes all representations, communications and prior agreements
(oral or written).
13.4 Each party
acknowledges that:
(a) upon entering into this Agreement, it does not rely, and has
not relied, upon any representation (whether
negligent or innocent),
statement or warranty made or agreed to by any person (whether a party to this Agreement
or not) except those expressly repeated or referred to in this Agreement; and
(b) the only remedy available in respect of any
misrepresentation or untrue statement made to it shall be a claim for damages
for breach of contract under this Agreement; and
(c) this Clause shall not apply to any statement,
representation, or warranty made fraudulently, or to any provision of this
Agreement which was induced by fraud for which the remedies available shall be
all those available under the law governing this Agreement.
15 SERVICE OF
NOTICE
15.1 Any notice or
invoice or other document which may be given by World Telecom
under this Contract
shall be deemed to have been duly given if left or sent by post (whether by
letter, or, where the parties agree, by magnetic tape or any other form), telex
or facsimile transmission (confirmed by letter sent by registered post) or,
where the parties expressly agree, by electronic mail to the Cardholder’s
registered office or any other address notified to World Telecom in writing by
the Cardholder as an address to which notices, invoices and other documents may
be sent.
15.2 World Telecom’s
address for the service of any notice by the Cardholder under this Contract
shall be the address stated on the Application Form or such address as World
Telecom may prescribe in writing for that purpose.
16 GOVERNING
LAW
This Contract shall be
governed by and construed and interpreted in accordance with English Law and
the parties hereby submit to the non-exclusive jurisdiction of the English
Courts. |
