TERMS AND CONDITIONS OF BUSINESS
1.1 These Terms and Conditions apply to the provision of the services by THE CALL ANSWERING COMPANY LIMITED (“TCAC”) company number 12255823 whose registered office is at 4-6 Swaby’s Yard, Beverley, East Yorkshire, HU17 8BZ (“we” or “us”) to the person buying the Services (“you” or “your”).
1.2 You are deemed to have accepted these Terms and Conditions from the date of any performance of the Service and these Terms and Conditions are the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
1.5 Words or numbers imparting the singular shall include the plural and vice-versa.
a “Call” means a standard UK call.
a “Chat” means a request for an online electronic live chat via a website.
“Client” means the company or sole trader or partnership who enters into an agreement, by acceptance of these Terms and Conditions or by the completion of a Service Agreement, with TCAC for the provision of the Service.
“Core Office Hours” means Monday to Friday 8:30am until 6:00pm, excluding weekends and all UK public and bank holidays.
“Service” or “Services” means those services provided by or on behalf of TCAC.
“Supplier” means The Call Answering Company Limited who are the Supplier primarily responsible for the provision of the Service.
“You” or “Your” means the Client.
3.1 The Service will be provided for an initial term of three months.
3.2 Should either party wish to terminate the Service after this initial three-month period, not less than one month’s notice must be given in writing to the other party.
4. SERVICE OF NOTICES
4.1 Service of any notice upon TCAC should be made in writing:
• by Royal Mail post to: The Call Answering Company, Suite 26, K3 Business Park, 200 Clough Road, Hull, HU5 1SN; or
• by email to: firstname.lastname@example.org.
4.2 Any other method used for the delivery of notices, i.e. telephone, fax, SMS text, will not be accepted and the notice will be deemed to be invalid.
5.1 Telephone Answering and Live Chat
5.1.1 Prior to the provision of a Service, the Client will be required to complete a Service Agreement or other written agreement specified between the parties.
5.1.2 TCAC will provide personnel to answer incoming telephone Calls or Chats in the name and manner specified by the Client in the Service Agreement or other written agreement, unless otherwise agreed in writing.
5.1.3 Messages will be taken in accordance with the Client’s instructions detailed in the Service Agreement or other written agreement.
5.1.4 Messages will be forwarded to the Client according to the method specified and agreed in the Service Agreement or other written agreement.
5.1.5 TCAC will provide the Client with one geographic (01) DDI (direct dial inwards) telephone number to which the Client can divert their Calls.
5.1.6 It is the sole responsibility of the Client to ensure that all Calls are successfully diverted from the Client’s telephone number to the DDI telephone number provided for the purpose of the Service provided by TCAC.
5.1.7 It is the sole responsibility of the Client to ensure that any live Chat facility is and remains operational on their website and connected to TCAC.
5.1.8 TCAC will have no responsibility for ensuring the divert facility for Calls or Chats is active. TCAC is unable to refund any payments should this facility not work for any reason.
5.2 24/7 Service
5.2.1 Clients should note that, due to changing shift patterns, calls answered during evenings, weekends and bank holidays may not be answered by the same personnel.
5.3.1 TCAC will answer calls according to the Client’s specifications detailed in the Service Agreement or other written agreement.
5.3.2 Should calls be received for the Client outside of the agreed service hours as detailed in the Service Agreement or other written agreement, TCAC reserves the right to charge a service fee of £20 for each day that such calls are received.
5.3.3 Should the client give notice to terminate this agreement, as detailed in clause 3.2, the Client agrees to keep all call diverts fully active until the notice period expires. Should TCAC become aware or have a reasonable belief that diverts have been removed or reduced, TCAC reserves the right to charge the Client a maximum of 75% of the expected call volume. Such calculation shall be based on an average of the preceding 6 months’ call volumes or, where the service has been operational for less than 6 months, on an average of the full length of service.
5.4 Administration Services
5.4.1 TCAC will provide administration services in accordance with the Client’s instructions detailed in the Service Agreement or other written agreement.
6.1 All sums payable under this agreement, unless otherwise stated, are exclusive of VAT and other duties or taxes.
6.2 Fixed service fee packages are paid monthly in advance with any additional usage charges being billed monthly in arrears.
6.3 Invoices are to be paid by direct debit, unless otherwise agreed by TCAC in writing. We do not accept payment by cheque, cash or credit/debit card.
6.4 Invoices are raised one month in arrears, with payment due by the date specified on the invoice.
6.5 Where a set-up or training charge is payable, this will be invoiced and payable in advance of commencement of the Service. This charge may vary to cover any complex/lengthy training.
6.6 A standard fixed credit limit is applied to the accounts of all Clients, usually equal to one month’s invoice value. TCAC reserves the right to suspend the service if there is reasonable cause for concern regarding account payments.
6.7 Service prices are reviewed regularly in line with good business practice and inflation. You will be notified in advance of any proposed Service price increase. Should you object to any such price increase, you should contact us within 30 days of receiving the notification setting out the reasons for your objection. If you do not contact us within 30 days, we will deem that to be your acceptance of such price increase.
6.8 TCAC reserves the right to amend the cost of the provision of its Services at any time to include an increase in call handling or administration fees if the Client’s requirements and/or service level changes or the workload and/or volumes increase significantly after the original price was agreed. A notification may be provided in invoice emails or invoices themselves.
6.9 Any subsequent Services, software, equipment, staff support, mailing, administration, services provided by TCAC or its Suppliers to the Client may or may not be subject to a separate agreement without prejudice to these Terms and Conditions.
6.10 TCAC shall be entitled to charge the Client late payment compensation, fixed at £40, together with statutory interest at 8% above the Bank of England base rate from time to time on any overdue accounts.
6.11 TCAC reserves the right to recover damages or pursue any other remedy available to it in respect of any breach by the Client of these Terms and Conditions.
6.12 Inbound Call timing commences upon answer by TCAC and end upon completion of all call actions.
6.13 Call transfer timing commences upon the successful completion of the transfer to the client’s operative and ends upon termination of the transferred call.
7.1 While every reasonable effort is made to relay accurate, timely and non-misleading information to Clients’ callers, it remains the responsibility of the Client to ensure TCAC are provided with accurate, up-to-date information and, where necessary, provide clear scripts and training to enable the TCAC staff to relay the correct information.
7.2 If a call handler is unavailable to answer a call, the call will go into our call queuing system. Callers are advised that all of the team are currently dealing with other calls, that their call is important to us and that a member of the team will be with them as soon as possible. This message is repeated intermittently. We endeavour to keep call waiting times to an absolute minimum, however we cannot control call volumes and cannot therefore make any guarantees. Calls are not charged for during the time they are in our call queue.
7.3 TCAC’s liability under these Terms and Conditions and in breach of statutory duty and in tort or misrepresentation or otherwise shall be limited as set out in this clause.
7.4 The total amount of our liability is limited to £30 or the total amount of Fees payable by you whichever is the lesser.
7.5 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
7.5.1 any indirect, special or consequential loss, damage, costs, or expenses or;
7.5.2 any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption or other third party claims; or
7.5.3 any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
7.5.4 any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
7.5.5 any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
7.6 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees either by electronic means or attending our premises in person.
7.7 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
7.8 TCAC shall not be liable to the Client or deemed to be in breach of the contract for the purchase and sale of Services by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services.
7.9 TCAC shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under these Terms and Conditions.
7.10 The Client agrees not to use the Service for any unlawful, immoral, improper purpose and acknowledges that such use constitutes grounds for immediate termination of the services by TCAC. In the event of any dispute or investigation, TCAC are not responsible for the provision of any of the Client’s services, goods, delivery, reliability nor any payments or refunds due.
8. THE SUPPLIER’S RIGHT TO ASSIGN
8.1 TCAC reserves the right to assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
8.2 The Client must not, without TCAC’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
9. RIGHTS CUMULATIVE
9.1 All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by these Terms or Conditions or otherwise available to it.
10. STATUS OF THE SUPPLIER
10.1 During the Term the Supplier shall remain an independent contractor and shall not, at any time, be considered to be a servant, employee or in any way under the control of the Client.
11. INTERUPTION TO SERVICE
11.1 The Client accepts and acknowledges that malfunctioning or defective equipment may cause interruption of services, that atmospheric conditions under special circumstances may cause interference to the provision of the services and that calls and data may be routed over national public telecommunications systems and other IT and mobile phone networks beyond the control of TCAC and for which TCAC shall not be liable.
12. SPECIAL CONDITIONS
12.1 The Client or any of its officers, employees or associates may not at any time (either during or within 12 months of the cessation of Service by the Supplier) contract with, employ, reward or pay either directly or indirectly (including but not limited to other companies controlled or owned by or associated with the Client or any of the Client’s employees, officers or associates) any employee, agent or freelancer introduced or retained by or in any relationship with the Supplier.
12.2 Should the supplier have a reasonable suspicion or belief that the Client or any of its officers, employees or associates have breached the terms set out in clause 12.1 above, a fee of the greater of £2,000 or 12% of the employee’s annual total cost to the Client will become immediately payable to the Supplier, unless and until the Client provides evidence in writing that this agreement has not been breached.
13.1 All disputes or differences which shall at any time arise between the parties whether during the Term or afterwards touching or concerning this agreement or its construction or effect or the rights, duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Charted Institute of Arbitrators in accordance with the Arbitration Acts or any statutory modification or re-enactment of it for the time being in force.
14.1 TCAC shall be entitled to suspend or terminate its Service without notice if any sums become overdue or if, in the reasonable opinion of TCAC, it has grounds to believe that any aspect of the service is being used for any illegal, fraudulent or immoral purpose.
14.2 TCAC shall be entitled to suspend or terminate its Service without notice if the Client commits any continuing or material breach under these Terms and Conditions or where, after written notice is given by the Supplier to the Client, the Client fails to remedy the breach within five days.
14.3 TCAC shall be entitled to suspend or terminate its Service without notice if the Client is or becomes or, in TCAC’s reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor, or enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors. In any such case, all amounts owing to TCAC shall become immediately due and payable.
15.1 All notices under these Terms and Conditions must be in writing by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
15.2 All notices under these Terms and Conditions must be addressed to the most recent postal and/or email address notified to the other party.
16. NO WAIVER
16.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
17.1 Neither party shall at any time during or after the term divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other. Any data held, including electronic diary and CRM information handled on behalf of a Client remains The Client’s property and will remain with them if they leave the service. This information will be duly purged and destroyed from our systems in accordance with current Data Protection legislation and our data security processes.
17.2 Calls may be recorded for internal training and service quality purposes. All voice recordings, handwritten notes and logged messages held in our systems are archived and deleted after a nominal period in line with GDPR.
18.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
19. LAW AND JURISDICTION
19.1 These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising thereunder (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.
19.2 The Client agrees to submit to the exclusive jurisdiction of the English and Welsh Courts.
20.1 The Call Answering Company reserves the right to amend these Terms and Conditions at any time.