Terms and Conditions
1. DEFINITIONS. In this agreement the following terms shall have the following meanings:
1.1 “Services” the service or services specified overleaf which Owlnet IP Ltd (OWL) agrees to provide for its customer.
1.2 “Customer” the individual, company or organisation named above who agree to use the service or services of OWL specified
above on the terms set out in this agreement or as notified by OWL to the customer from time to time.
1.3 “Term” this agreement shall come into full force and effect from the date of supply by OWL and shall continue (subject to clause
7) unless terminated by either party giving to the other not less than 90 day’s written notice after the contract minimum duration has
expired and for any other services included on this agreement or added to the monthly invoice from time to time with the customers
consent.
1.4"Customer Consent” shall mean notification of service request from the customer by any of the following: official customer order,
letter, fax, email, and verbal instructions will also be classed as consent once the invoice has been paid.
2. OBLIGATIONS OF OWLNET IP LTD (OWL)
2.1 OWL agrees to deliver the service or services described above.
2.2 OWL will use its best endeavours to deliver the service or services on the agreed date. Any date specified shall not be a part of
this agreement but an estimated date only. OWL accepts no responsibility for failure to meet the agreed delivery date.
2.3 OWL or their appointed agents will carry out the work required to install the service or services during normal working hours. At
the customer’s request OWL may agree to install the service or services outside normal working hours in which case the customer
shall pay OWL reasonable charges for complying with such a request.
2.4 OWL undertakes to take reasonable care in the installation, operation and maintenance of the service or services to the
customer. Upon notification of a fault by the customer, OWL undertake to use its best endeavours during normal working hours to
rectify such faults provided that the fault has arisen from normal and proper use of the equipment and services.
2.5 OWL reserve the right to charge the customer for all cost incurred as a result of carrying out fault/repair work, which in OWL
reasonable opinion is considered unnecessary.
2.6 OWL may vary their charges from time to time. Customers shall be deemed to be notified of these changes.
3. THE CUSTOMER OBLIGATIONS
3.1 The customer shall be responsible for the safe custody and for the safe and proper use of the service or services and related
equipment as described overleaf following installation of the service or services by OWL.
3.2 The customer shall notify OWL immediately of any loss or damage to the equipment/service or services.
3.3 The customer shall permit OWL or any person authorised by OWL to have reasonable access to the customer’s premises and
service connection points and provide such reasonable assistance as requested by OWL to enable them to carry out their
obligations under this agreement.
3.4 Any equipment (unless specifically purchased or provided by the customer) shall remain the property of OWL at all times.
3.5 Any charges incurred by the customer in connection with re-programming of existing equipment either to commence using the
service or services of OWL or after termination of service or services under this agreement shall be borne by the customer alone.
4. PAYMENT
4.1 OWL shall charge for service or services in accordance with their current tariff, OWL reserve the right to vary such tariff from
time to time provided that the customer shall be notified in writing at least one month in advance of any variation taking effect.
4.2 All prices quoted or displayed on a tariff sheet are subject to VAT at the prevailing rate.
4.3 OWL will invoice the customer monthly for all charges due under this agreement. Payments of invoice will be collected by Direct
Debit Mandate 14 days from invoice date unless specific differing terms are agreed and authorised in writing by a director of OWL.
4.4 OWL reserve the right to charge daily interest on amounts outstanding 14 days after invoice until payment is received at a rate
equal to 2% per annum above the Barclays Bank Plc base rate from time to time in force whether before or after judgment.
4.5 All sums due under this agreement shall be paid in full without any offset whatsoever.
4.6 All charges payable under this agreement shall be calculated by reference to data recorded or logged by OWL and not that of
the customers.
5. SUSPENSION OF SERVICE OR SERVICES/TERMINATION
5.1 OWL reserves the right to suspend forthwith the provision of services until further notice without liability to the customer on
notifying the customer either orally (confirming such notification in writing) or in writing in the event that:
5.1.1 The customer is in breach of any material term of this agreement or
5.1.2 OWL is obliged to comply with an order of any relevant authority to suspend services.
5.2 The customer shall reimburse OWL for all reasonable costs and expenses by the implementation of such suspension and/or the
recommendations of the provision of the service or services
as appropriate. This shall not apply where the suspension is implemented otherwise than as a consequence of breach, fault or
omission of the customer.
5.3 Either party may terminate this agreement forthwith in the event that an interim order is applied for or made, or a voluntary
arrangement approved, or if a petition for bankruptcy order is made against the other party or if a receiver or trustee in bankruptcy
is appointed of the other party’s estate or a voluntary agreement is proposed or approved or an administration order is made, or a
receiver or administrative receiver is appointed of any of the other party’s assets or undertakings or a winding up resolution or
petition is passed or presented (other than for the purposes of reconstruction or amalgamation) or if 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
make a winding up order.
5.4 Either party may terminate this agreement in accordance with clause 1.3.
5.5 Upon termination the customer acknowledges that it shall have no licence, rights, title or interest to any Non Geographic
numbers, lines, numbers or services provided by OWL.
6. LIABILITY
6.1 Nothing in this agreement shall exclude or restrict OWL’s liability for death or personal injury resulting from negligence of OWL
or of its employees whilst acting in the course of their employment.
6.2 OWL shall not be liable to the customer in contract, tort or otherwise, including liability for negligence, for any loss of revenue,
business, anticipated savings or profit or any indirect or consequential loss however arising.
6.3 Subject to clause 6.2 OWL shall not be liable for damage to the property of the customer caused by any negligent act or
omission of OWL or its employees providing that such liability of OWL in contract, tort or otherwise, including any liability for
negligence howsoever arising out of or in connection with the performance of OWL’s obligations under this agreement shall be
limited to £10,000 for any one incident or £25,000 for any series of incidents arising from a common cause in any twelve month
period.
6.4 In the event that a customer diverts its service or services to another carrier, OWL shall not be liable for any charges incurred.
6.5 OWL shall not be obliged to make good the customer’s premises in the event of removal of equipment.
6.6 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 supplies, flood, drought lightening or fire, strike, lock out, trade dispute or labour disturbances, any other act or omission of
Government highways authorities, other public telecommunications operators or other competent authority, production or supply or
services by third parties.
7. FRAUD, MISUSE AND ARTIFICIAL INFLATION OF TRAFFIC
7.1 The customer shall use its best endeavours to:
7.1.1 ensure that the Customer, its employees and Customers not to be involved in, or knowingly, recklessly, or negligently permit
or negligently allow any third party to be involved in fraud or Fraudulent Activity;
7.1.2. Detect, identify and prevent incidents of Artificially Inflated Traffic;
7.1.3. Prevent unlawful intrusion into and use of any equipment, software or systems connected with the services (including without
limitation taking all reasonable steps to prevent “phreaking” and other similar unlawful intrusions into the equipment and systems)
by the customer, their customers or any third party.
7.2 The customer shall be solely responsible for all charges incurred through or as a result of fraud or fraudulent activity or
unauthorised use of the service and where any fraud, artificial inflation of traffic or other improper use of the services or equipment
is committed by any customer or by any third party it shall not relieve the reseller of its payment obligations to OWL under this
agreement.
7.3 In the event that the customer is notified is notified by any of its customers, employees or third parties, or becomes aware by
any other means, or has reasonable suspicions that a fraud, fraudulent activity or misuse is or may have taken place, or will take
place , the customer shall
7.3.1 notify OWL immediately; and
7.3.2 take immediate steps to suspend the relevant service,
And where it is not possible for the customer to suspend the service without the assistance of OWL, upon receipt of a notice issued
pursuant to this clause 7.3, OWL shall use reasonable endeavours to assist the customer in suspending the relevant service as
soon as practicable but the customer acknowledges that there may be a delay between any notification made pursuant to clause
7.3 and the suspension of the relevant services and the customer will remain liable for all charges arising out of the fraud or
fraudulent activity or misuse until such time as the suspension is effective.
7.4 OWL is not obliged to detect or report fraud or fraudulent activity or misuse until such time as the suspension is effective.
7.5 Whether OWL reasonably suspects that there has been a breach of this clause 7 may withhold any payments due to the
customer under this agreement until such time as it is reasonably satisfied that the customer has not committed a breach of this
cause.
8. GENERAL
8.1 The customers shall not assign any rights or obligations under this agreement without prior written consent of OWL. Such
consent shall not be unreasonably withheld.
8.2 The customer and OWL acknowledge that this agreement represent the whole agreement between the parties and that neither
party has relied upon any oral or written representations made to it by the other or its employees or agents and has made its own
investigations into all matter relevant to it.
8.3 Any notice invoice or other document which may be given to either party made under this agreement shall be deemed to have
been given if left at or sent by post or facsimile transmission (confirming the same by post/e-mail) to an address notified by either
party in writing as an address to which notices or other documents may be sent.
8.4 OWL’s address for the service or services of any notice hereunder shall be such an address as appears on the last invoice
rendered to the customer or such other address as may be prescribed by OWL for that purpose.
8.5 Headings contained in this agreement are for reference purposes only and should not be deemed to be any indication of the
meaning of the clause to which they relate.
8.6 This agreement shall be governed and constructed and interpreted in accordance with English law and the parties hereby
submit to the jurisdiction of the English Courts.
8.7 Owlnet IP Ltd reserve the right to activate the telephone numbers detailed overleaf on CPS (Carrier Pre Select). This means
that British Telecommunications Plc (BT) will be notified on the customer’s behalf to route all calls via a nominated carrier from the
local BT exchange.
8.8 Please note, all DDI's are subject to a £30 export fee ex VAT per number should you wish to migrate to another provider.
Issue Date 2024