terms & conditions

1. Definitions

1.1 Words and expressions which appear in these terms and conditions have the following meaning:-

"Account" means the record of all Charges.

"Agreement" means these terms and conditions, the Price List and any other details agreed in writing between the Customer and The Company in respect of the Services.

"Associate" means the person who is authorised by The Company to accept Orders.

"Charges" means the monthly, quarterly or annual service charge(s) (if any), usage charges and any other charges payable by the Customer in respect of the Services shown in the Price List or otherwise incurred under this Agreement.

“Domain” means the email address domain(s) allocated in the provision of the Services to a Customer which enables access to the Services.

“Escalation and Dispute Procedure” means The Company's procedure for the escalation and resolution of disputes which is periodically updated.

“Internet” means the method by which email and other messages are passed to and from the System by the Customer when using the Services.

"Order" means the Customer order for the Services to which these terms and conditions apply.

"Price List" means The Company's list of charges which is periodically updated.

"Public Switched Network" means the public telecommunications system including but not limited to the public mobile telephone network (GSM) by which the Services are made available.

"Regulator" means Ofcom - the Office of Communications or any body which supersedes or replaces it.

"Services" means those text messaging, SMS and other services as may be made available to customers from time to time by The Company.

"System" means the messaging system provided by The Company by which the Services are provided.

"The Company" means Alphascreen Systems Ltd. Alphascreen Systems Ltd. is registered in England No. 3399304. Registered office: Uplands House, 13 Mary Lane, North Waltham, Basingstoke, Hampshire RG25 2BY.

"The Customer" means the customer who signs the Agreement or their corporate body if signing on behalf of a limited company.

2. Agreement

2.1 The Company will only be bound by an Order when the Order has been accepted by an Associate.

2.2 All Services are for a minimum term of twelve months unless otherwise agreed in writing between the Customer and The Company.

2.3 If the Customer wishes to terminate this Agreement one month’s written notice must be given to The Company no later than one month before and no earlier than two months before the anniversary date of this Agreement.

3. Provision of Services

3.1 The Company will use reasonable efforts to make the Services available at all times. However, the quality and availability of the Services may be affected by factors outside its control such as fire, flood, land heave and subsidence, physical obstructions, atmospheric conditions, Acts of God, industrial action, default or failure of a third party, or governmental action. The Services may also be affected by faults in the Public Switched Network or faults and delays in the System and the Internet.

3.2 The Services are made available on the basis that:-

they are not used for the transmission of any material which causes or is intended to cause a hoax call to emergency services or is of a defamatory offensive abusive obscene or menacing character.

they are not used in any manner which will or may constitute a criminal act or a violation or infringement of the rights of any person firm or company (including but not limited to rights of confidentiality and copyright) or a violation or infringement of any statutory duty or obligation in contract or otherwise to any third party or in a way which will or may injure or damage any persons or property or cause the quality of the Services to be impaired.

4. Charges and Payments

4.1 Unless otherwise agreed in writing, the Customer agrees to pay for the Services within 7 days of the date of our invoice, such invoice to be rendered once in each calendar month during the continuance of the Agreement. The Company may appoint an agent to collect direct debit payments on its behalf.

4.2 The Customer shall pay the price for the Services as set out in the Price List. We shall be entitled to decrease our prices at any time, such decrease to apply to all Services provided after the date of the decrease and to be reflected in our next invoice. We shall be entitled to increase our charges at any time and shall give you 30 days notice of any such increase, such increase to take effect after the expiry of such notice. Upon notification of such increase, the customer shall be entitled to terminate the Agreement immediately by giving us notice in writing within 30 days of the date of our notice of increase in charges.

4.3 We shall prepare and send invoices for usage charges each calendar month in arrears or in such other form and manner as shall be agreed with you. Usage charges shall be calculated by reference to data recorded or logged by us and not by reference to any data recorded or logged by the customer and such data shall be, in the absence of manifest error, be final and binding.

4.4 The time of payment shall be the essence of the Agreement.

4.5 All sums referred to in the Price List are stated exclusive of Value Added Tax and any other taxes of a similar nature which may be introduced from time to time.

4.6 The price for the Services shall be due in full to us in accordance with the terms of the Agreement and the Customer is not entitled to exercise any set-off, lien or any similar right or claim.

4.7 The Customer will be responsible for the cost of sending emails to the System, receiving emails from the System, and providing and maintaining a connection to the Internet.

5. The Company's Liability

5.1 The Company accepts liability without limitation for death or personal injury resulting from its negligence and where the Customer is a consumer (as defined in Section 11, Unfair Contract Terms Act 1977) for any breach by it of any obligation implied by statute to use reasonable skill and care in the provision of the Services.

5.2 The Company shall not be in any event liable to the Customer for any indirect, consequential or incidental loss or special damages howsoever arising or for any loss of revenue, business, anticipated savings or profits and the Customer shall indemnify and keep the Company indemnified against any claims and expenses arising out of the foregoing.

5.3 For the avoidance of doubt, The Company shall not in any event be liable to the Customer or any third party for any claims, liabilities, damages, costs or losses, whether direct or indirect, or for any consequential or incidental loss or special damages or for any loss of revenue, business, anticipated savings or profit, arising in connection with the failure of the Customer to comply with any or all of its obligations under the Agreement.

5.4 The Company will not be liable if it is unable to perform any obligation or provide the Services because of any factor outside of its control, including but not limited to Acts of God, industrial action, default or failure of a third party, delays or failure of the Internet, failure of the Public Switched Network or government action.

5.5 The Customer is required to indemnify The Company in respect of any costs or legal fees incurred by The Company as a result of the Customer's breach of the Agreement.

6. Suspension of Services

6.1 The Company may suspend the Services in whole or in part at any time without notice if the Public Switched Network, Internet or the System breaks down, or requires modification or maintenance.

6.2 The Company reserves the right to make a charge for any reconnection and apply different payment terms as a condition of reconnection, except only in the circumstances where the Public Switched Network, Internet or the System breaks down, or requires modification or maintenance.

7. When the Agreement Ends

7.1 The Company may terminate the Agreement in whole or in part immediately by notice in writing if:

the Customer is in breach of any of the terms of this Agreement and does not remedy the breach within 7 days of the date of a written notice specifying the breach; or

makes or offers to make, any arrangement or composition with creditors or commit any act of bankruptcy, or if a petition or receiving Order in bankruptcy is presented or made or if The Company reasonably anticipate that any of such events are imminent or if a limited company a resolution is passed to wind up that company or if a receiver is appointed over the whole or any part of the company's assets; or

any license to run the Services, whether issued under the Wireless Telegraphy Act 1949 to 1967, or Telecommunications Act 1984 or otherwise is revoked, terminated or modified for any reason either in whole or in part.

7.2 Following the termination of this Agreement the Customer's right to use the Services and Domain cease immediately and The Company shall be at liberty to reallocate the Domain as in its absolute discretion it thinks fit.

8. General

8.1 This Agreement is the complete and exclusive statement of the agreement between The Company and the Customer. It supersedes all understandings or prior agreements whether oral or written, and all representations or other communication between the Customer and The Company.

8.2 The Company may assign all or any of its rights and obligations without the Customer's consent.

8.3 The Company are hereby authorised to use the Customer’s email address(es) and other Internet addresses as may be required to enable The Company to provide the Services for the Customer.

8.4 The Customer agrees to the disclosure to any authorised body, including but not limited to security agencies, of any information relating to this Agreement, the Account or such other disclosure as maybe required.

8.5 The Company will address all bills and any notices under its Agreement to the Account address. The Customer must inform The Company of any change in this address.

8.6 This Agreement shall be governed, construed, and shall take effect in accordance with the laws of England. It shall be subject to the Jurisdiction of the English Courts.

8.7 Where the context admits The Company includes its permitted assigns.

8.8 Payments to be ascertained by reference to the connection charges if any are the amounts specified in the edition of the Price List in force on the date when such payment becomes due.

8.9 Reference to Acts of Parliament include amending legislation and instruments and regulations made thereunder.

8.10 Except where the provisions of clause 4.3 apply, any dispute arising under this Agreement shall be resolved in accordance with the Escalation and Dispute Procedure.