Terms & Conditions

TERMS AND CONDITIONS

THIS IS A BRIEF SUMMARY OF THE MAIN TERMS AND CONDITIONS OF OUR AGREEMENT. A FULL COPY OF OUR TERMS AND CONDITIONS
AVAILABLE BY REQUEST TO OUR CUSTOMER SERVICES DEPARTMENT 01515450808 OR AT info@base-communications.co.uk PLEASE ENSURE THAT YOU OBTAIN A COPY OF THE FULL TERMS AND CONDTIONS AND READ THEM CAREFULLY BEFORE YOU SIGN THIS AGREEMENT SUMMARY

This summarises some of the key contractual provisions for customers under Base Communications (N/W) Ltd (Hereinafter referred to as Base Comms) Business Service Contract.
1.”Minimum Term” means the period of 12 months from the Commencement Date or such other period as is prescribed for the relav and service or as is otherwise detailed

overleaf.
2. The Services and Equipment
2.1 Save as provided in these terms and conditions BASE COMMS shall provide the Customer with such Services and Equipment as are requested by the Customer and any
use of the Services or payment for the Services is deemed acceptance of these terms and conditions. In respect of fraud monitor and other services the additional
terms and conditions set out on our website shall be deemed to be incorporated herein.
2.7 The Customer shall not publicise any number in any way or commit to any advertising or publicity until such time as it has received from BASE COMMS in writing
confirmation that the number is live and tested. BASE COMMS will use reasonable endeavours to provide you with the Services by the dates agreed with you and to
continue to provide the services until this agreement is terminated. BASE COMMS will not be liable for any loss or damage should the Service not commence or restart on the agreed date. 2.12 Cancellations. If BASE COMMS incur provisioning, engineering or other fees associated with meeting the customer’s requirements and/or subsequently the line does not
become operational for any reason then BASE COMMS have the right to charge the customer fees of up to f75 per line.
3. Term
3.1 This agreement shall commence on the date hereof and subject to the remaining terms of this Clause 3 shall continue for the Minimum Term and thereafter for
further periods each equivalent to the Minimum Term until terminated by either party giving to the other not less than 90 day s prior written notice but not greater
than 120 days prior written notice expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate, such notice to be sent by
recorded delivery mail effective on the date the notice is received by BASE COMMS.
3.2 Either party shall be entitled forthwith to terminate this agreement by giving written notice to the other if:
3.2.1 the other commits a continuing or material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receipt of a written
notice 3.2.2 an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement
with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation 3.2.3 the other party ceases, or threatens to cease,
to carry on business.
3.3 BASE COMMS may terminate this agreement immediately if: 3.3.1 any licence or agreement under which BASE COMMS or the Customer has the right to run its telecommunications system and
in the case of the Customer connect it to the BASE COMMS system is revoked, amended or otherwise ceases to be valid; or
3.3.2 the Customer is suspected, in the reasonable opinion of BASE COMMS, of involvement with fraud or attempted fraud in connection with use of the
Services or this Agreement; or 3.3.3 BASE COMMS reasonably suspects that the Customer is unable to pay or is refusing to pay BASE COMMS charges and/or
budget plan payments.
3.6 If the Customer gives less than the specified amount of written notice to terminate this agreement (as per Clause 3.1) or ceases to use the Services or a part
thereof (including reduced usage) or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any subsequent period equivalent to the
Minimum Term or fails to achieve any minimum call spend as set out overleaf, BASE COMMS reserves the right to invoice the Customer for the loss it suffers, which includes
loss of revenue for the short notice given for the balance of the Minimum Term based upon an average of 6 calendar months bills of the Customer in which periods the Customer has made full use of the Services (or such lesser period as is available). Upon termination n BASE COMMS shall be entitled to raise invoices for all sums due and all
invoices (whenever raised) shall become due for payment immediately.

5 . Charges and Payment
5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of BASE COMMS and unless otherwise specified in writing by BASE COMMS the Customer agrees
to pay
BASE COMMS’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of BASE COMMS with in thirty days of the start of
the provision of the Services and in accordance with the applicable tariff charges shall be paid in advance.

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5.2 Usage charges will be such charges for the use of the Services by the Customer as BASE COMMS may notify to the Customer from time to time by e-mail or by post.
5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to BASE COMMS (such failure to pay being a

material breach of this agreement), BASE COMMS may charge the Customer an administration fee of £15 and interest (both before and after any judgment) on the amount
unpaid, at the rate of 8 per cent per annum above Royal Bank of Scotland base rate from time to time, until payment in full is made (a part of a month being

treated as a full month for the purpose of calculating interest).
5.5 The Customer agrees to pay BASE COMMS in full without any set -off all sums due to BASE COMMS under this Agreement.
5.8 If any payment is cancelled or returned unpaid by the Customer’s bank or i f the Customer fails to discharge any invoice within 7 days of its date, then
without prejudice to any right or remedies under this Agreement, BASE COMMS shall from the time of such failure provide the Services at the standard published usage
charges and in addition the Customer agrees to pay BASE COMMS an administration fee of f25 -00. For the avoidance of doubt the time of payment is of the essence of
this Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing BASE COMMS to terminate this Agreement
immediately. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater. 5.9 Should the Customer have any
dispute with regard to the usage charges or any other charges, the Customer shall give written notice to BASE COMMS of the amount in dispute and the reason for the
dispute.
Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by BASE COMMS and remains at
BASE COMMS’s sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to BASE COMMS,
failing which the Customer shall be deemed to be in breach of contract and clause
3.3.3 shall apply together with clause 5.8 and clause 5.3 in respect of the entire balance. The Customer shall remain liable to pay all amounts not in dispute in
accordance with the terms of this agreement.
5.10 The Customer remains liable for all charges whether the Customer or someone else used the services and whether the services were used with the
Customer’s knowledge and consent or otherwise including and not limited to calls made by a rogue callers and calls made by any third party who has gained
unauthorised access to the Customer’s system.
5.11 BASE COMMS retain the right to vary the charges set out in the tariff at any time upon giving the Customer 7 days notice such notice to be given on the
monthly invoice and continued use of the Service is deemed acceptance of these changes.
6. Suspension of the Services
6.1 BASE COMMS shall be entitled, for business, operational or technical reasons
6.2 If the Customer is in breach of a material term of this agreement BASE COMMS may at its sole discretion and upon giving the Customer written notice elect to
suspend without compensation the provision of Services for a period not exceeding 14 days. I f the breach is capable of remedy and is remedied by the Customer
within the 14-day period then BASE COMMS shall recommence the provision of Services. If the breach is not capable of remedy or if so capable is not remedied within the
period of 14 days, then BASE COMMS shall have the option of either terminating this Agreement under the provision of clause 6. 1 or of continuing the Services.
Liability
7.3 Neither party shall be responsible to the other in contract, tort or otherwise for any loss of business, loss of data, contracts, anticipated savings or profits or
for any other indirect or consequential loss whatsoever save that this exclusion shall not apply to the fraudulent activities of either party nor to any claw -back
or other loss suffered by BASE COMMS pursuant to the determination by an airtime services provider that the Customer has used and/or provided services using the
Equipment and/or Services which it deems a gateway.
9. General
9.1 BASE COMMS reserves the right to change the provider of the Services to it at any time; further BASE COMMS reserves the right to change these terms and conditions at its
sole discretion by giving the Customer not less than 14 day s notice (usually on the front page of the monthly bill and/or on its website at www.base-communications.co.uk), and
continued use of the Services thereafter will be deemed acceptance of such changes.

10. Fraud

10.1 For the avoidance of doubt, fraudulent activity includes but is not limited to:
(i) Calls made from the Customer’s PBX without their knowledge;
(ii) Calls made utilising the Customer’s authentication details; (iii) Calls made from an authenticated IP address.

10.2 The Customer acknowledges that the Service known as “fraud monitor” is not a fraud prevention system and does not prevent unauthorised access to the Equipment. It is the sole responsibility of the Customer to setup and maintain their own security independently of BASE COMMS and therefore BASE COMMS accepts no liability whatsoever for any costs incurred as a result of a breach of security.

10.3 For the avoidance of any doubt, the Customer responsibilities include but are not limited to; (i) Secure implementation and management of their systems including

any hardware not provided by BASE COMMS such as Firewalls or PBX.

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(ii) Maintaining security and confidentiality of authentication details for online service portals and other services.
(iii) Mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to BASE COMMS
(iv) reporting the incident to the Police.

10.4 BASE COMMS reserves the right to invoice the Customer for any fraudulent activity made in accordance with clauses 7.6 and 9.1.

10.5 The Customer accepts full and complete liability for any costs, losses or damages incurred as a result of fraud and agrees to indemnify BASE COMMS against any against any costs, losses or damage suffered by BASE COMMS arising from any fraudulent activity made in in accordance with clauses 7.6 and 9.1 including any costs and expenses reasonably incurred by BASE COMMS in investigating any such fraudulent activity.

10.6 BASE COMMS recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource

10.7 BASE COMMS reserve the right to automatically restrict the ‘Customer’ from making international calls*.

This being calls made from the system and lines to countries outside of the United Kingdom unless a specific request from the customer is made to BASE COMMS to have these calling capabilities unrestricted. In which case the ‘Customer’ accepts all liability for call charges incurred as a result of fraudulent activity. ‘BASE COMMS’ will not be held accountable or liable for all fraudulent activity and costs incurred as a result any and all fraud that may occur. The ‘Customer’ hear by accepts that they are liable for ALL call charges that occur on their lines and calls in line with agreed charges prior to contract agreement.

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