"Semmasmalls" on our 
1. General
(i) Each contract for the supply of voice and data telecommunications services (the "Business Service") or of equipment specified on the Order Form ("Equipment") by BARRITEL LTD ("BARRITEL") to any Customer (the "Customer") shall be on the terms set out in these Conditions. The Order Form as accepted by BARRITEL (the "Order Form") and these conditions and the Tariff referred to below together constitute the contract and any such contract between the Customer and BARRITEL and any particular case is referred to as the "Agreement".
(ii) These Conditions override and take the place of any other terms and conditions which the Customer may seek to use or include.
(iii) The Customer represents and warrants that it is entering into the Agreement for the purposes of and in the course of its business.
2. The Business Service
In order it may continue and maintain the level and quality of the Business Service provided BARRITEL reserves the right at all times to change or alter the Business Service provided under the Agreement. BARRITEL shall wherever possible give at least thirty (30) days' prior written notice to the Customer of any such change or alteration.
3. Duration
(i) The agreement so far as it relates to the Business Services shall take affect when, in BARRITEL's discretion, BARRITEL accepts the Customer's request to supply the Business Service. The request and acceptance shall be in writing or by any other method as BARRITEL may allow .The commencement of the Business Service may be delayed until BARRITEL is satisfied that the Customer has paid the initial deposit (if applicable) specified on the Order Form.
(ii) The Agreement will continue until determined by either party giving to the other at least 30 days prior written notice.
4. Payment
(i) The prices BARRITEL charge for the Business Service are as set out in BARRITEL's tariff schedule from time to time (current tariff schedule is on the Order Form and further copies are available on request) (the "Tariff") which BARRITEL may vary from time to time by giving the Customer not less than 7 days' written notice (giving the Customer the opportunity to terminate the Agreement before the variation takes affect). Notwithstanding the preceding sentence, BARRITEL may introduce reasonable temporary price changes without notice. Unless otherwise stated, prices do not include value added tax (VAT"), which must be paid in addition at the applicable rate.
(ii) BARRITEL will calculate charges by reference to data recorded or logged by BARRITEL or on BARRITEL's behalf and not by reference to data recorded or logged by the Customer. Charges will be calculated by reference to use of the Business Services provided to the Customer by the Customer or by someone else (whether or not with the Customers knowledge or permission).
(iii) Subject to conditions 4(v), BARRITEL will normally send the customer shortly after the end of each billing period a statement for all charges and other amounts incurred by the Customer during that billing period of or in connection with the Business Service. A billing period will normally be a calendar month but the Customer may be given the opportunity to select an alternative billing period. BARRITEL may request that the customer pay BARRITEL' charges by direct debit and if so the customer must complete the appropriate section on the order form and charges will be due and payable on the last day of each billing period or as soon as afterwards as they have be calculated. If the Customer is not paying by direct debit the Customer must pay the amount shown on the statement in full within 7 days of the date of the statement. Time of payment by the Customer is of essence of the Agreement.
(iv) The Customer must first pay BARRITEL a charge equal to BARRITEL's reasonable legal and/or other expenses for (a) finding the Customer if the Customer changes its address without first notifying BARRITEL and (b) taking legal proceedings and/or any other steps to obtain payment from the Customer if it fails to pay promptly.
(v) BARRITEL may at any time ask the Customer for a deposit as security for amount payable or to become payable by the Customer under Agreement.
(vi) Rebates will be withheld if at any time BARRITEL receives formal directions from PhonepayPlus or a retention notice from any originating communications provider. BARRITEL reserves the right to withhold revenue if, in BARRITEL's view, the revenue generated is likely to have accrued as a result of material harm to the consumer, or as a result of fraud or deception, or a failure on the part of the service provider to have adhered fully to the PhonepayPlus Code of Practice.
5. Use of the Services and Indemnity
(i) The Customer must use the Business Services in accordance with these Conditions, any other conditions as BARRITEL may notify to the Customer from time to time by not less than 30 days' prior written notice, the relevant provisions of the Telecommunications Act 1984 (the "Act"), any other applicable laws and regulations, the relevant provisions (notified to the Customer) of any licence granted under the Act to the Customer, BARRITEL or any supplier of services to the BARRITEL and any directions given by the Director General of the Office of Telecommunications or other competent authority (together "Applicable Requirements"). In order for BARRITEL to provide the Service the Customer must allow us to place Cat 2 (performance) and Cat 3 (functionality) cookies on their device.
(ii) The Customer must make sure that the Business Service is not used:
(a) for the transmission of any material which is intended to be a hoax call to emergency services or is of defamatory, offensive, abusive, obscene or menacing character ; or
(b) fraudulently or in connection with criminal offence; or
(c) otherwise in a manner which constitutes a violation or infringement of the right of any other party; or
(d) otherwise than for the purposes set out from time to time in BARRITEL's service literature.
(iii)The customer must indemnify BARRITEL against all liabilities, claims, damages, losses and expenses which BARRITEL may incur because of any breach by the Customer of the Customers obligations under the agreement or because of the way in which the Business Service is used.
6. The Customer's Equipment
The Customer must ensure that any telecommunications equipment which the Customer uses in connection with the Business Service is in good working order and conforms at all times to all Applicable Requirements (including without limitation, the relevant standard or approval under section 22 of the Act). BARRITEL will not be under any obligation to connect or keep connected any such equipment which BARRITEL reasonably does not conform to the provision of any Applicable Requirements. The customer must on request provide BARRITEL with all reasonable information which BARRITEL may require in relation to any of such equipment. The Customer is responsible at all times for the safety and safe custody of such equipment and for the safe use of it and the Business Service .
7. Provision of Information
The Customer must provide BARRITEL with all information and co-operation which BARRITEL may reasonably require to enable BARRITEL to carry out its obligations.
If at any time the premium rate regulator (known as PhonepayPlus at the time of writing, previously known as ICSTIS) requests information regarding a BARRITEL customer as part of an investigation or for regulatory purposes, BARRITEL is obliged to provide such information as part of their responsibilities as a network operator. BARRITEL is required under due diligence obligations as a network operator to make test calls once a premium rate service is live. These calls may be recorded for training or regulatory purposes and any recordings may be shared with PhonepayPlus. PhonepayPlus may subsequently make some or all of that information public.
The service provider must comply with the (PhonepayPlus) Code (or such successor version as may from time to time be issued) and any directions that are made by PhonepayPlus in accordance with it.
8. Availability and Standard of Service
(i) Wherever possible BARRITEL will give written notification to the Customer of all scheduled Business Service maintenance alterations or suspensions which shall affect the Customer, such notice to be given at least seven (7) days prior to the scheduled event.
(ii) Wherever possible BARRITEL shall implement all scheduled Business Service maintenance, alteration or suspensions outside normal working hours of the Customers Business.
(iii) If the Customer gives notification to BARRITEL of a defect, fault or impairment in the provision of the Business Service, then BARRITEL shall use its reasonable endeavours to resolve the defect, fault or impairment as reasonable practicable.
(iv) If it is determined that the defect, fault or impairment is a result of ;
(a) any negligence wilful act omission or fault on the part of the Customer or the Customers agents or any breach of this Agreement on the part of the Customer;
(b) the failure or malfunction of the Customer's equipment, then BARRITEL may recover from the Customer all reasonable costs incurred in remedying the defect, fault or impairment.
9.Service Interruption
(i) BARRITEL will grant a credit allowance against charges incurred under the Agreement for Business Service interruption calculated and credit in 15 minute increments at a rate equal to the amount charged to the customer for the equipment period of the Business Service
(ii) A credit allowance for a Business Service interruption will be granted only if;
(a) the Business Service interruption is not the result or partial result of any such matter as is referred to in Condition 8 (iv) above:
(b) the Customer affords BARRITEL full and free access to the Customer's premises to make appropriate repairs, maintenance and testing; and
(c) the customer does not unreasonably continue to use the Business Service on an impaired basis.
(iii) Subject to Conditions 18 below, the foregoing states the Customer's sole remedy for Business Service interruption.
10. Termination
(i) Without prejudice to any accrued or other rights which the Customer and BARRITEL may respectively have, the Customer or BARRITEL may, by written notice served on the other, terminate the Customer's right to use the Business Service immediately in the event that:
(a) the other party is in breach of the Agreement and, if the breach can be remedied, fails to remedy it within a reasonable time specified in the notice; or
(b) a voluntary arrangement is proposed or approved in relation to the other party, or an administration order is made in relation to the other party; or a receiver or administrative receiver is appointed of any of the other party's assets or undertaking; or a winding-up resolution or petition is passed or presented (otherwise than for the purpose of reconstruction or amalgamation); or any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or to make a winding-up order, in relation to the other party; or
(c) an interim order is applied for or made, a voluntary arrangement approved, a petition for a bankruptcy order is presented, or a bankruptcy or is made, against the other party, or a receiver or trustee in bankruptcy is appointed of the other party's estate.
(ii) Without prejudice to BARRITEL accrued or other rights, BARRITEL may (a) terminate the Customers right to use the Business Service immediately by notice in writing to the Customer and (b) demand (and the Customer must at the time of that demand make) immediate payment of all charges, fees and the other amount for or in connection with the Business Service, in the event that:
(a) the Customer fails to make any payment when it becomes due to BARRITEL; or
(b) any licence of BARRITEL (or the licence of any relevant supplier to BARRITEL) expires or is revoked (and in either case is not immediately replaced) or is modified in any respect which materially and adversely affects BARRITEL's ability to provide the Business Service; or
(c) a licence under which the Customer has the right to run the Customers telecommunications equipment and connect it to BARRITEL's system is revoked or amended or otherwise ceases to be valid and is not immediately replaced by another valid licence.
(iii) If BARRITEL terminates the Agreement under Conditions 10 (i) or 10 (ii), BARRITEL will be entitled to recover from the Customer, losses and expenses reasonably incurred by it.
(iv) Without prejudice to BARRITEL accrued or other rights, BARRITEL may close any accounts that have been unused within a 12 month period and the Customer will lose any unused credit.
11. Cancellation
If the Customer wishes to cancel the Business Service, after signing this agreement but before the Business Service commences, BARRITEL may agree to this on the basic that BARRITEL will pay to the Customer any deposit the Customer has paid in advance and the Customer must reimburse BARRITEL all costs which BARRITEL has reasonable incurred including but not limited to the cost of work done and Equipment and services supplied or to be supplied.
12. Suspension of the Service
(i) BARRITEL may elect to suspend forthwith provision of the Business Service until further notice in the event that:
(a) BARRITEL is entitled to terminate the Business Service (but any exercise by BARRITEL of its right of suspension under this Condition shall not exclude BARRITEL's right subsequently to terminate the Agreement):
(b) BARRITEL needs to carry out emergency maintenance to any equipment or other systems in BARRITEL's absolute discretion; or
(c) BARRITEL is obligated to comply with an order, instruction or request of Government an emergency service organisation or other competent administrative authority.
(ii) In the event that BARRITEL exercises BARRITEL's right to suspend the Business Service pursuant to the above, BARRITEL shall wherever reasonable possible give prior notice to the Customer of such suspension.
(iii) Where the suspension is implemented other than as a consequence of the breach , fault or omission of the Customer, BARRITEL shall make no charge to the Customer in respect of the implementation of the suspension and/or recommencement of the provision of the Business Service.
(iv) where the suspension is implemented as a consequence of the breach, fault or omission of the Customer, the Customer shall at BARRITEL's option pay BARRITEL all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Business Service as appropriate.
(d) you are found to be using the word "BARRITEL" or any derivative in a paid advertising model like Google Adwords.
13. Charges and Termination
(i) Unless otherwise stated, prices and lease and maintenance charges and other amounts payable to BARRITEL under the Agreement do not include VAT, which must be paid in addition at the applicable rate.
(ii) In the case of Invoicing and Rebates, then
(a) Invoices:
1). All individual call durations will be rounded up to the nearest minute E.g. a call lasting 50 seconds will be rounded up to one minute.
2). Monthly call totals will be rounded up to the nearest penny. E.g. 234.2 pence will become 235 pence.
3). VAT will then be added to the total and rounded down to the nearest penny e.g. 15.8 pence will become 15 pence.
4). Transferral of numbers from one BARRITEL account to another will be subject to an administration fee set at current BARRITEL rates.
(b) Rebates/Self-billing
1). All individual calls will be rounded down to the nearest penny but rebated for each second of the call. E.g. -10.34 pence will become -10 pence.
2). Monthly call totals will be rounded up to the nearest penny. E.g. -234.2 pence will become -235 pence.
3). VAT will then be added to the total and rounded down to the nearest penny. E.g. -15.8 pence will become -15 pence.
(NB - Negative values denote a payment from BARRITEL to the user)
4). A minimum rebate amount must be achieved before a rebate can be claimed by the customer. The rebate threshold is set at £10 excluding VAT.
5). Termination of an account while the rebate value is less than the rebate threshold will result in the loss of the rebate to the customer.
14. Software and Documentation
Intellectual property rights in all software supplied to the Customer remain the property of BARRITEL or that of its licensor. BARRITEL grants the Customer a non-exclusive non-transferable licence to use the software for the purpose of using the Business Service and for no other purpose.
15. BARRITEL's Liability
(i) Nothing in these Conditions shall exclude or restrict any liability which BARRITEL may have for
(a) breach of any of the terms implied by section 12 of the Sale of Goods Act 1979 or section 8 of the Supply of Goods (Implied Terms) Act 1973 or (b) death or personal injury resulting from BARRITEL negligence (which in Conditions 22(i) and 22(ii) shall mean negligence or breach of duty as defined in the Unfair Contract Terms Act 1997) or that of BARRITEL's employees while acting in the course of their employment or (c) fraud (d) any other liability to the extent that by law it cannot be excluded, restricted or limited.
(ii) BARRITEL will be liable for physical damage to the Customer's property (but not for loss of the type referred to in Condition 22(iv) which is caused by BARRITEL's negligence (or that of BARRITEL's employees or sub-contractors while acting in the course of their employment) provided that such liability shall be limited to sums actually paid to BARRITEL by the Customer for the Business Service and Equipment (where applicable) in the month in which the event giving rise to the liability occurred.
(iii) Subject to Condition 22(i) and (ii), BARRITEL obligations under Conditions 8, 9 and 17 are in lieu of and supersede, exclude and extinguish (and the Customer shall not rely on) any other representation, warranty, condition, collateral contract, liability or obligation whatsoever on the part of BARRITEL (without limitation, whether in contract or tort including negligence or otherwise, whether express or implied or otherwise and whether arising at common law or by statute, custom, usage, course of dealing or otherwise) in relation to the provision of the Business Service or the Equipment or in relation to the Business Service or the Equipment's description, correspondence with sample, satisfactory or other quality or fitness for any purpose (whether or not made known to BARRITEL) for which they are required or their performance, state, condition, design or other characteristics. The Customer waives any rights and remedies which it may nevertheless have and BARRITEL's liability is limited accordingly.
(iv) In any event, subject to Condition 22(i) and (ii), BARRITEL's liability in relation to the Agreement:
(a) the Business Service and the Equipment shall not extend to wasted expenditure, loss of business, revenue or profit or any other indirect, consequential or economic loss, injury or damage, without limitation; and
(b) shall not exceed the aggregate amount paid by the Customer under the Agreement in the month in which the event giving rise to the liability occurred.
(v) In the event of any failure in the Business Service or the Equipment, BARRITEL shall not be liable to the Customer for any charges incurred by the Customer should the Customer direct its traffic to another carrier.
(vi) The provisions of this Condition shall continue to apply even after the Agreement has ended.
16. Assignment
(i) The Customer may not without BARRITEL's prior written consent assign or subcontract any of the Customer's rights and obligations under the Agreement.
(ii) BARRITEL may delegate or subcontract performance of all or any of BARRITEL's obligations under the Agreement but no such subcontracting shall affect the Customer's rights against BARRITEL, BARRITEL may assign the benefit of any of BARRITEL's rights under the Agreement. The Customer shall not unreasonably withhold the Customer's consent to any assignment or notation of any of BARRITEL's obligations under the Agreement.
17. Late & Failed Payment Charges
(i) Without prejudice to BARRITEL's other rights, if BARRITEL does not receive any payment from the Customer when due, BARRITEL shall be entitled to a late payment charge at 3% per annum over the base rate of National Westminster Bank plc in force from time to time on the overdue amount from the due date until final payment, both before and after any judgement.
(ii) In the case of a failed payment method, then
(a) Direct Debit payment failure the customer shall be charged a 'Failed Direct Debit' charge of £10.
(b) Credit Card payment failure the customer shall be charged a 'Failed Credit Card' charge of £10.
(c) Cheque payment be returned to us, BARRITEL will levy a £10 charge.
18. Force Majeure
BARRITEL will not be liable to the Customer for any loss or damage which may be suffered by the Customer due to any cause beyond BARRITEL's reasonable control including, but not limited to, any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of government, highways authorities, other telecommunications operators or administrators or other competent authorities, war, military operation, or riot, difficulty, delay or failure in manufacture, production or supply by third parties of equipment or any access line.
19. Entire Agreement
This Agreement, and the documents and other items referred to in together represent the entire agreement and understanding between the Customer and BARRITEL in relation to their subject matter and supersede all prior understandings and representations, whether written or oral. The Agreement may only be modified in writing signed by the Customer and BARRITEL. BARRITEL hereby confers the rights of a third party to enforce these contractual terms - namely PhonepayPlus.
20. No Waiver and Severance
(i) Failure by the Customer or by BARRITEL to exercise or enforce any right under the Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on another occasion.
(ii) Any complete or partial invalidity or unenforceability of a provision in these Conditions or the Agreement for any purpose shall not affect its validity or enforceability for any other purpose or the remaining provisions; but it shall be deemed to be severed for that purpose.
21. Notices
(i) Any notice, statement or other document which may be given by either party under the Agreement shall be deemed to have been given if left at or sent by post or facsimile transmission (to be confirmed by post) to an address in the United Kingdom notified by the other party in writing as an address to which notices, statements or other documents may be sent.
(ii) BARRITEL's address for service of any notice is the address that appears on the last statement sent to the Customer or any other address BARRITEL may notify to the Customer.
(iii) The Customer's address for service is the address which appears on the Order Form or which the Customer gave BARRITEL when applying by telephone or any other address as the Customer may notify BARRITEL.
22. Governing Law
This Agreement shall be governed by and constructed in accordance with English law. The Customer and BARRITEL submit to the non-exclusive jurisdiction of the English courts. BARRITEL may from time to time introduce voluntary arbitration schemes for the settlement of disputes or certain categories of dispute.
