| 1. Definitions
“Just A Sec” is an operating division of 2 Counties Business
Services Ltd;
"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 of 2 Counties
Business Services Ltd
"Service" means the service provided by 2 Counties Business
Services Ltd, 108 The Maltings, Roydon Road, Stanstead Abbotts, Herts
SG12 8HG.
2. Scope
The contents of this agreement shall apply in relation to all services
ordered by you from 2 Counties Business Services Ltd.
3. Information about you
3.1 You confirm that all information supplied by you to 2 Counties Business
Services Ltd is current, complete and accurate in all respects. You agree
to notify 2 Counties Business Services Ltd immediately of any changes
in this information or any change in situation that may affect our ability
to provide you with services (see below, 3.2 (b)).
3.2 If you agree to pay 2 Counties Business Services Ltd by standing order,
credit/payment card or cheque:
(a) you authorise 2 Counties Business Services 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 2 Counties Business Services Ltd may make available;
and
(b) you authorise your bank or payment card company to disclose to 2 Counties
Business Services 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
2 Counties Business Services Ltd if that account is suspended or terminated.
You understand that if that account is suspended or terminated, 2 Counties
Business Services Ltd may suspend the Service to you and/or terminate
this Agreement.
3.3 Where you are providing 2 Counties Business Services Ltd with personal
data within the meaning of the Data Protection Act 1998, you confirm that
you consent to 2 Counties Business Services Ltd processing such data lawfully.
4. Provision of Service
4.1 2 Counties Business Services Ltd will use 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. 2 Counties
Business Services 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, 2 Counties Business Services Ltd
may suspend the Service immediately without notice if:
(a) you break any of your obligations under this Agreement;
(b) 2 Counties Business Services 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) if you exceed any monthly financial limit which 2 Counties Business
Services Ltd apply to your use of the Service.
(d) your standing order, credit or payment card account or cheque is suspended,
returned unpaid or terminated; or
4.3 2 Counties Business Services Ltd may change the telephone number allocated
for you to use the Service at any time by giving you reasonable notice
for commercial, technical or regulatory reasons depending on the nature
of the problem being experienced.
5. Charges and Payments
5.1 2 Counties Business Services Ltd will invoice you monthly in advance
for subscription Charges and monthly in arrears for all other Charges
incurred by you for using the Service. 2 Counties Business Services Ltd
will calculate usage charges using data 2 Counties Business Services Ltd
have recorded.
5.2 You must pay our invoices in full within fourteen days after the date
of the invoice.
5.3 All charges payable by the customer to 2 Counties Business Services
Ltd under the agreement shall be subject to VAT at the current rate.
5.4 All invoices submitted by 2 Counties Business Services Ltd to the
customer are to be treated as agreed, unless the customer notifies 2 Counties
Business Services Ltd of any discrepancies within 7 days of the receipt
of any invoice from 2 Counties Business Services Ltd.
5.5 2 Counties Business Services Ltd reserves the right to charge daily
interest at a rate equal to 3% above Barclays 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 2 Counties Business
Services Ltd.
5.6 2 Counties Business Services Ltd may at any time require you to pay
a deposit as security for payment of any Charges payable by you. 2 Counties
Business Services Ltd may hold the deposit until 2 Counties Business Services
Ltd have received all Charges due from you under the Agreement and 2 Counties
Business Services Ltd may use all or part of the deposit towards payment
of the Charges. 2 Counties Business Services Ltd will repay the deposit
following the termination of this Agreement as soon as you have paid all
Charges due in full.
5.7 2 Counties Business Services Ltd may impose a monthly financial limit
on your use of the Service and may alter the limit from time to time.
5.8 2 Counties Business Services 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 thirty days notice.
5.9 The scale of charges is based on a fair use by the customer where
the total minutes of usage by the customer in any given month shall not
exceed 1000 minutes. 2 Counties Business Services Ltd can apply clause
5.9 if this fair usage is exceeded.
6. Cancellation and Termination
6.1 Either party may terminate the Agreement by giving the other party
at least thirty days' written notice, served using Royal Mail recorded
delivery, expiring at any time after the end of a period of three months
from the date on which 2 Counties Business Services Ltd first provide
the Service to you.
6.2 In addition to any other remedy, 2 Counties Business Services 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 2 Counties Business Services Ltd which
is false or misleading or which 2 Counties Business Services Ltd reasonably
suspect may be false or misleading; or
d) 2 Counties Business Services Ltd have reason to believe that you are
using or allowing our services to be used in a manner which may bring
2 Counties Business Services Ltd or our services into disrepute.
6.3 If you wish to terminate the Agreement during the first three months
from the date on which 2 Counties Business Services Ltd first provide
the Service to you, or 2 Counties Business Services Ltd terminate the
Agreement during that period for any of the reasons in Condition 6.2,
you must pay the subscription Charges up to the end of the Minimum Period,
in addition to any other outstanding Charges.
6.4 You may terminate the Agreement immediately at any time by giving
2 Counties Business Services Ltd written notice if 2 Counties Business
Services Ltd break any of our obligations under the Agreement and 2 Counties
Business Services Ltd do not put things right within seven days of a request
from you.
7. Liability
7.1 It is expressly agreed between the customer and 2 Counties Business
Services Ltd that the liability for any damages arising out of the provision
of services under this agreement to the customer by 2 Counties Business
Services Ltd whether caused by the negligence of 2 Counties Business Services
Ltd employees or otherwise is limited to actual damages, but in no event
shall it exceed an amount equal to the total amount of charges with respect
to the service for which 2 Counties Business Services Ltd have billed
the customer in any twelve month period. 2 Counties Business Services
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. Security
8.1 2 Counties Business Services Ltd will use reasonable endeavours to
keep your information and messages confidential and secure. However 2
Counties Business Services Ltd cannot ensure or warrant the confidentiality
or security of any information or messages. You also agree that 2 Counties
Business Services Ltd have no responsibility or liability for the deletion
or failure to store any messages or other content maintained or transmitted
by 2 Counties Business Services Ltd.
9. General
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 2 Counties Business Services
Ltd. Calls may be monitored or recorded for training and quality control
purposes.
10. Non-assignment
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 2 Counties Business Services Ltd, given by 2 Counties Business
Services Ltd's duly authorised representative. 2 Counties Business Services
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
2 Counties Business Services Ltd will not be liable if 2 Counties Business
Services 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.
12. Jurisdiction
This agreement shall be governed by and construed and interpreted in accordance
with English Law and both parties submit to the jurisdiction of the English
courts.
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