Terms & Conditions - Supply of Services.
Last Updated - August 10th 2022
New Product Packages and Pricing updates. Please contact Accounts Payable for more information on +44(0)207 889 3000 or email: info@hattonandberkeley.com
1. Interpretation
1.1 the definitions and rules of interpretations in this Clause apply in the Agreement.
1.1.1 in these Terms the following expressions shall have the following meaning:1.1.2 Annual Service Charge; shall be the sum stipulated in the Service Agreement;
1.1.3 Provider; means Hatton & Berkeley Business Services Ltd (company registration number: 11262092);
1.1.4 Client; means the company along with the company directors, otherwise referred to as the Obligor; whom enter into this Service Agreement as of point of purchase;
1.1.5 Client Information; means the information that the Client should provide to the Provider in relations to the services and the Client’s requirements;
1.1.6 Event of Default means;
1.1.6.1 any breach by the Provider of its contractual obligations arising under the Service Agreement (other than a breach arising from will full default or recklessness);
1.1.6.2 any misrepresentation by the Provider in connection with (whether or not contained in the Service Agreement) the Provider or the Services (other than a fraudulent misrepresentation);
1.1.6.3 any tortious, act or omission, including negligence, arising in connection with the Provider’s performance under the Service Agreement (other than any act or omission which is fraudulent or dishonest); and/or
1.1.6.4 any other act giving rise to a liability in respect of the Service Agreement.
1.1.7 Force Majeure, means circumstances beyond the reasonable control of a party which prevents such party from performing its obligations under the Service Agreement including strikes, lock-outs, labour disputes, act of God, including but not limited to, fire, flood, or storm (which have a direct impact on the Provider’s ability to provide the Services), war, riot, civil commotion, malicious damage, or the order of any government or public or local authority;
1.1.8 order means a Client’s order for the Services as set out in the Service Agreement signed by the Client;
1.1.9 ‘BA’ means; Business Address;
1.1.10 Service Agreement; means the agreement between the Client and the Provider for the Services incorporating these Terms;
1.1.11 Address Services; means provision of the Registered and Virtual Office Services.
1.1.12 Terms; means these Terms and Conditions.
2. Application of terms
2.1 each Order for the Services by the Client to the Provider shall be deemed to be an offer by the Client to purchase the Services subject to these Terms, which subject to any variation under Clause.
2.1.0 the Service Agreement, will govern the relationship between Client and the Provider.
2.2 No terms or conditions endorsed upon, delivered with or contained in the Client’s order form, purchase order, confirmation of order, specification or any other document will form part of the Service Agreement simply as a result of such document being referred to in the Service Agreement.
2.3 These Terms apply to all the Provider’s Services and any variation to these Terms and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Provider.
2.4 no Order placed by the Client shall be accepted by the Provider until these Terms have been understood and endorsed by the Client by signing the ‘Terms of Business’ and the ‘Service Agreement’.
3. Services
3.1 the Provider provides a variety of Professional Business Services including but not limited to:
3.1.1 Registered Office Service: the Client may use the Provider’s offices as the Registered Office on Companies House Registrar and no where else;
3.1.2 Virtual Office Services: the Client may use the Provider’s office address services both online and in print for a specified business purpose only;
3.1.3 Director’s Service Address: the Client may use the Provider’s offices as the Director’s correspondence address on Companies House Registrar;
3.1.3 Mail Forwarding: forwarding items received by the Provider on behalf of the Client, chargeable on a pay-as-you-go basis specified under Clause 5.16 and 5.17
3.1.3.1 items are forwarded on the same day the Provider receives it, unless otherwise agreed and specified in this Agreement. Clients may request ‘Scan & Email’ or ‘Collection’ services subject to special circumstances, however the Provider reserves the right to reject these requests;
3.1.3.2 items are forwarded with 1st class postage. ‘Special Delivery’ Items are forwarded with the same method the Provider receives it, e.g: signed for deliveries will be forwarded signed-for, couriered items will be forwarded with DHL, unless otherwise agreed in writing;
3.1.3.3 the Provider reserves the right the reject any items, which are deemed unreasonable to accept, furthermore reject any items for clients who are not in service or behind their payments.
3.1.4 Telecoms Service: connection to the Telecommunications Network, provision of Preferred Numbers and other telecommunications services as set out in the Service Agreement or otherwise notified in writing by the Provider to the Client;
3.1.5 Call Answering and Virtual PA Service: upon instructions received by the Provider from the Client in writing, the Provider will provide call answering services on behalf of the Client.
3.2 the Provider will supply to the Client the Services as specified in the Service Agreement and such Services shall be provided in accordance with these Terms.
3.3 the Provider offers the following Virtual Office bundles, or ‘packages’ available to Clients to purchase;
3.3.1 Business Address Package One (‘BA01’’): includes Registered Office, Virtual Office, Director’s Service Address and Mail Forwarding Services;
3.3.2 Business Address Package Two (‘BA02’): includes Registered Office, Virtual Office, Director’s Service Address, Mail Forwarding and Telecoms Services;
3.3.3 Business Address Package Three (‘BA03’): includes Registered Office, Virtual Office, Director’s Service Address, Mail Forwarding, Telecoms and Call Answering Service.
3.4 the Client acknowledges that one Service Agreement per Order shall apply.
3.5 clients who purchased any of the Business Address (“BA”) packages may use up to 3 brand names related to their business. A brand name is defined as a trading name and/or abbreviation of the same, not a separate legal entity registered on Companies House Registrar or any other International Registrars. Clients who are found using the Provider’s Services for more than one legal entity are subject to immediate suspension of the Service Agreement and are liable to pay the applicable full annual service fee.
3.6 the Client shall provide to the Provider without charge or delay on request from the Provider all reasonable assistance for the purpose of enabling the Provider to carry out the Services.
3.7 Prior to provision of the Services the Client will provide to the Provider the Client Information and any other information required by the Provider including but not limited to; copies of passport and proof of address.
3.8 In the event that the Provider is aware of or reasonably believes that the Client is misusing the Services as set out in this Clause 3 (Services) or otherwise and as such that the Services may conflict in any way with the Authorities including OFCOM any other Telecommunications Ombudsmen’s guidelines or code of conduct, the Provider reserves the right to suspend the Service, and any related refund pursuant to Clause 9.0 (Refunds) pending investigation.
3.9 the Client shall during the term of the Service Agreement be entitled, at the Client’s expense, to request the transfer of the Services to other premises within the area operated by the Provider.
3.10 The Provider reserves the right from time to time to improve or alter the Services, as it deems appropriate, provided that such changes do not materially change the nature of the Services.
3.11 In the event that mail delivered to the Client at the Address is not addressed in such way that the Provider is able to verify from the outside packaging that it is addressed for the Client, we reserve the right to open such mail to determine for whom it is intended.
3.12 the Agreement lasts for a minimum period of 12 months and will then automatically be extended for successive periods equal to the annual renewal term of 12 months. All periods shall run to the last day of the month in which they would otherwise expire. The Client may terminate the service but will be liable to complete the term of the contract for the next 12 months as a minimum term.
4. Client responsibilities
4.1 the Client shall at all times:
4.1.1 comply with all directions or instructions (including requests for assistance or information) issued from time to time by the Provider in connection with the Services or any of them;
4.1.2 indemnify and hold harmless the Provider against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services;
4.1.3 indemnify and hold harmless the Provider against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent the Client from using the Virtual Address and/or Preferred Number.
4.2 the Client is responsible for the accuracy of all information it provides to the Provider and, in accordance with Clause 22.0 (Limitation of Liability) the Provider shall not be liable for any loss suffered by the Client as a result of it providing of inaccurate information to the Provider.
4.3 our staff have the right to work in an environment free from violent, threatening or abusive behaviour and everything will be done to protect that right. At no time will any violent, threatening or abusive behaviour be tolerated. The Provider reserves the right to terminate the service in accordance with Clause 8.0 (Suspension, Termination & CCJs), shall the Client breach these Terms.
5. Price
5.1 in consideration of the provision of the Services the Client shall pay to the Provider the Price for the Services.
5.2 Taxes and Duty Charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
5.3 Service Retainer / Deposit(s): The Client will be required to pay a Mail Forwarding Credit of £30 (plus VAT/Tax where applicable) upon entering into this Agreement unless a greater amount is specified on the front of this agreement. Deposit(s) of which, will be held for the purpose of mail forwarding expenditure by the Provider, this deposit will be deducted from according to the volumetric frequency of which mail is received, handled and dispatched to the Client via Royal Mail or Courier. All deposits held by the Provider without generating interest are held as security for performance of all the Client's obligations under this Agreement. The Provider may require the Client to pay an increased retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fail to pay the Provider's fees when due. Volumetric pricing is applicable to dispatch costs as outlined by Royal Mail, which covers but is not restricted to Letters, Large Letters/packets, Small Parcels, Printed Papers, International Tracked & Signed for, International Tracked and International Signed.
5.4 Service Registration Fee / Annual Subscription Fee: The Client will be charged an annual registration fee. This fee is listed in the Service Agreement.
5.5 Payment: The Provider is continually working to reduce its environmental impact and help its clients achieve the same. Hereon all invoices will be sent electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit unless another form of payment is offered to the Client under this Agreement may be assigned to other members of the Provider's group.
5.6 Late payment: If the Client does not pay fees when due, a fee will be charged in accordance with Clause 7.4 on all overdue balances. If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due dates or be subject to late payment charges. The Provider also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement.
5.7 Insufficient Funds: The Client will pay a fee for any returned cheque or any other declined payments due to insufficient funds.
5.8 the Provider reserves the right to increase the monthly Virtual Office (or BA) fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which the Provider substitutes provided that if the forgoing increase is not permitted by applicable law, then the monthly Virtual Office fee shall be increased as specified here. This will only apply to agreements that have an original start and end date constituting more than a 12 month term. Client contracts will be renewed as per Clause 3.12 and only those renewals with a start date and end date constituting a term of over 12 months will have the increase applied.
5.9 Standard Services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by the Provider at the specified rates for the duration of this Agreement (including any renewal). Specific due dates will differ by country and are listed in the Terms of Usage. Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.
5.10 Pay-As-You-Go and Additional Variable Services: Fees for pay-as-you-go services, plus applicable taxes, in accordance with the Provider's published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided.
5.11 Discounts, Promotions and Offers: If the Client benefitted from a special discount, Promotion or offer, the Provider may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes past due on two or more occasions.
5.13 Virtual Office (including registered Registered Office use) Clients may display the Address Services in print, online and on the Companies House Registrar by first obtaining consent from the Provider and passing KYC checks (these checks are subject to the LLA Act of 2007 and are required by law under the UK anti Money Laundering Regulations). Provider Fee's chargeable.
5.14 Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that the Provider incurs in enforcing this Agreement, the Client will indemnify the Provider against any cost incurred due to arbitration on an indemnity basis. The Companies rights remain expressly reserved.
5.15 Handling Fees; The Provider will charge Handling Fees on all dispatched Items/Packets. Packets may include several items. Handling Fees for Items/Packets under 500g are specified at £3.00, over 2kg are specified at £15.00. The Provider will charge an increased rate of £3.00 for Items/Packets under 500g in case of Royal Mail Special Delivery and Signed For Items/Packets;
5.16 for ‘Scan & Email’ services the Provider will charge £3.00, which will be deducted from the Client’s ‘Mail Forwarding Balance’;
5.17 2 for ‘Collection’ services the Provider will charge £10.00 per month. The client agrees to collect at least once a month from the Provider’s office at ‘43 Berkeley Square, London W1J 5AP’. If items are left uncollected for over a month, the Provider reserves the right to send all post in holding to the Client’s residential address as per the ‘Proof of Address’ provided. Handling fees as per Clause 5.15 and postage costs will be charged to the Client.
5.19 if the Client is using the services for a Provider, which is listed as Proposal To Strike Off, the service fee is still applicable even if the Provider is no longer trading. The Client holds a responsibility to the Provider to pay all bills for any and all usage of the Services as outlined here in the Terms of Business.
6. Payment
6.1 the Service Charge and the Service Deposit shall be paid in full prior to the commencement of the service.
6.2 payments shall be in made in UK pounds Sterling, unless otherwise stated in the Service Agreement.
6.3 payment shall be made by the Client to the Provider by the due date specified on the invoice.
6.4 payment for annual and ad-hoc services shall be made by PayPal, credit / debit card, BACS, or cheque to the Provider’s bank account in accordance with the instructions set out in the Service Agreement.
6.5 payment shall not be deemed as received until the Provider has received cleared funds.
6.6 payments due to the Provider under the Service Agreement shall become payable immediately upon termination of the Service Agreement.
6.7 clients on a monthly payment scheme must pay the service charge via Direct Debit. Clients who fail to pay the service charge by the due date of the invoice will be liable to pay the annual service fee for the remaining period in the Service Agreement upfront in full.
7. Late payment
7.1 in the event of late payment of any sum payable under the Service Agreement the Client will be liable to pay interest to the Provider on such sum from the due date for payment at the annual rate of 8% above the base-lending rate from time to time of the Bank of England.
7.2 in the event of late payment the Provider may disconnect, suspend, or, pursuant to Clause 8.0 Suspension, Termination & CCJs, terminate the Services Agreement or may, at its discretion, request security for payment from the Client.
7.3 the Provider shall be entitled to charge additional payment if the Client is in breach of the Service Agreement and/or any of these Terms.
7.4 Late payment refers to any invoice, which is not settled within 15 days of the due date. Late payment fee of £25 + VAT will be applied to these accounts.
7.5 late payment charges are applicable but not exclusive to the following: annual subscription services; telecoms services, mail fulfilment services, accountancy services.
7.6 a cancellation fee of £125 will be applied to accounts forcibly closed due to late payment, chargeback notice or misuse of services.
8. Suspension, Termination & CCJs
8.1 the Provider reserves the right to suspend any account where the invoice for the service charge is not settled within 15 days of due date of the invoice.
8.2 the Provider shall terminate the Service Agreement with immediate effect where the invoice for the service charges is not settled within 30 days of the due date of the invoice. A cancellation fee of £125 + VAT will be applied to these account. Clients who are on a monthly payment scheme shall be liable for the annual service charge without any discount.
8.3 upon termination of the Service Agreement due to non-payment, the provider shall seek funds owed by the Client through the court system and the Client shall pay any costs occurred to the Provider due to litigation.
8.4 accounts where payment is overdue will be eligible to be chargeable at the rate as specified for the product or service without annual discount.
8.5 the Client shall not incur any 3rd party debt associated with the address services purchased. If a third party debt collector visits the offices for debt enforcement, the Client’s service shall be immediately terminated without any refunds and clients on a monthly payment scheme will be liable to cover the remaining of the annual fees due.
8.6 as per clause 4.3 the Provider reserves the right to terminate the service agreement with immediate affect to Clients who behave violently, threateningly or abusively.
8.7 upon termination of the service agreement due to violations of the Terms & conditions, Clients on a monthly payment scheme will be liable to pay the remaining of their service fees in a lump sum within 14 days of the Provider terminating the services. Clients shall not be entitled to any refunds.
8.8 the Provider reserves the right in its absolute discretion to withhold from forwarding mail to any Client who is in arrears of the service fees or has insufficient Mail Forwarding Credit. Mail received shall be returned to sender after 14 days of the due date of the issued invoice.
9. Delivery, return, refunds & exchanges
9.1 refunds will be made payable via cheque and delivered by recorded post directly to the Clients address.
9.2 it is the clients right to a 14 day cooling off period giving clients an opportunity should they wish to receive a full refund for any goods and services purchased from the Provider. All requests for refunds must be in writing and sent to info@hattonandberkeley.com or via post to Hatton & Berkeley, 43 Berkeley Square, London W1J 5AP. Refunds are processed within 24 hours of notice from the client.
9.3 clients who are eligible to make exchanges of goods and services equal to the value of another purchase can do so within reasonable time frames as set out by the Provider. The standard 14 day cooling off period applies.
9.4 the Provider will offer no partial refunds for services and or goods purchased by a Client past the cooling off period, equal exchanges, if agreed by the Company will be made available to the Client. Requests can be made within reason to make exchanges, in writing to: info@hattonandberkeley.com
9.5 services whereby physical documentation is returned we will only offer refunds to the individual who purchased.
9.6 customised products whereby a service fee has been levied onto the provider by a third party during the provision of services to a client, this is exclusively refers to Provider formations which are not be refundable after the incorporation process has been completed.
9.7 clients have the same rights to a refund when they buy services or goods during a sale or at a discounted price.
9.8 if the Provider is found to be at fault when providing a service to the client the Provider will make available a full refund of the product and or service fee charged.
9.9 the Provider adheres to the UK Consumer Contracts Regulations replacing the UK Distance Selling Regulations as of June 2014.
9.10 delivery refunds will only cover the basic cost, example; optional next day delivery would only be refunded at the basic rate.
9.11 Service Delivery Fee's; (All prices are exclusive of VAT) ‘Hourly Rate’ (hourly fees apply to services with variable time requirements and are quoted prior to delivery), ‘Daily Rate’ (daily fees are charged to services with variable time requirements and are quoted prior to delivery), ‘Monthly Annual Subscription’ (12 month minimum subscription paid monthly via Direct Debit), ‘Single Fee for Annual Service’ (this will cover 12 months / 1 year subscription), ‘Ad hoc payment’ (as and when required subject to Client usage)
9.12 more information on the Consumer Contracts Regulations are available at www.which.co.uk and www.gov.uk/consumer-protection-rights.
9.13 all mail forwarding deposits are treated as non-refundable, we treat requests on a case by case basis on amounts held in excess of £20 sterling only.
9.14 any client issuing a chargeback for services will be liable to cancellation fees in accordance with Clause 8.2 (Suspension, Termination & CCJs). A chargeback will immediately force closure of any and all services from the Provider to the Client.
9.15 client services are made active once payment has been made and MLR / KYC checks have been cleared.
9.16 Transaction Cycle; 24 Hours - 7 days dependent on product complexity. Refund Cycle: 3-5 Working Days. Service Fulfillment 1-5 working days dependent on complexity of service KYC procedures.
9.17 by purchasing the Provider’s Business Address/Virtual Office/Registered Office Services, the Client agrees that the service will be retained for a minimum of 24 months period at the specified rate.
10. Entire agreement
10.1 each Party confirms that these Terms together with the Service Agreement and any documents (the Documents) referred to in them, represents the entire understanding, and constitutes the whole agreement in relation to its subject matter and supersedes any previous agreement between the parties with respect thereto and, without prejudice to the generality of the foregoing, excludes (to the extent allowed by Law) any warranty, condition or other undertaking implied at Law or by custom.
10.2 the parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
10.3 it is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
11. General
11.1 failure or delay by the Provider in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Service Agreement.
11.2 if any provision of the Service Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable the invalidity, illegality or unenforceability of such provision shall not affect the other provisions. The provision found to be invalid, illegal or unenforceable will be amended to such an extent as is necessary to make that provision valid, legal and enforceable. Any provisions not affected by such invalidity, illegality or unenforceability shall remain in full force and effect.
11.3 nothing within the Service Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
12. Data Protection Act
12.1 each Party to this Contract shall ensure that it comply at all times with the DPA or such other equivalent data protection legislation as may be relevant.
12.2 the Provider will act in accordance with the Seventh Data Principle under the Act (data security) with regards to information supplied by the Client.
12.3 Confidentiality: The terms the Agreement is confidential. Neither party may disclose them without the other’s consent unless required to do so by law or an official authority. The obligation continues after the Agreement ends.
13. Governing law & jurisdiction
13.1 the Service Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.
14. Indemnification
14.1 the Client agrees to indemnify and hold harmless the Provider from any third party claim, action, demand, loss or damages (including legal fees and costs) arising out of or relating to your violation of these Terms of Business, your use of the Site or your violation of any rights of a third party.
15. Remedies for violations
15.1 the Provider reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular IP address, claim for loss and claim for usage costs on an indemnity basis.
16. Feedback & other suggestions
16.1 all feedback, ideas and other suggestions submitted by you will be treated as non-confidential and non-proprietary and may be disclosed or used by Hatton & Berkeley for any purpose whatsoever, without any obligation to compensate you. All personal data provided by you will be handled in accordance to our Privacy Policy.
17. Are there any hidden charges?
17.1 No. We don’t add surplus charges to your contract fee in relation to usage. The fee agreed at the beginning of your contract is the annual final sum, unless you discuss additions to your contract.
17.2 Auto Renewal. It is our policy to auto-renew your contract as it nears its end. Your Account Manager will call you ahead of the renewal period to discuss your package and if you wish to continue or cancel.
17.3 cancellations of usage must be put in writing prior to the service renewal date. Any service usage will be charged at the annual rate and discounted only in the event that the Provider is notified within 30 days of the renewal date.
18. Intellectual property rights
18.1 all Intellectual Property Rights in the Services is owned by Hatton & Berkeley Global Ltd or H&B related companies save to the extent that any of the same contain Intellectual Property Rights owned by third parties.
18.2 the Client acknowledges that content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Hatton & Berkeley websites or through the Service is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and the Client is only permitted to use the Content as expressly authorised by the Provider. These Terms do not transfer any right, title, or interest in the Service, Site or the Content to the Client, and the Client may not copy, reproduce, distribute, or create derivative works from this Content without express authorisation by the Provider. The Client agrees not to use or divulge to others any information designated by the Provider as proprietary or confidential. Any unauthorised use of any Content contained on websites or through the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as specifically permitted herein, no portion of the information on the Hatton & Berkeley websites may be reproduced in any form, or by any means, without prior written permission from the Provider. Clients are not permitted to modify, distribute, publish, transmit or create derivative works of any material found on the site for any public, personal or commercial purposes.
19. Trademarks
19.1 ”Provider Trademarks" means all names, marks, brands, logos, design’s, trade dress and other designations the Provider uses in connection with the Service. The Client acknowledges the Provider's rights in the Provider Trademarks and agrees that any and all use of the Provider Trademarks by the Client shall inure to the sole benefit of the Provider.
20. Force majeure
20.1 neither party shall be liable to the other for any default under this Agreement where such default was caused by any unforeseen event beyond the reasonable control of the defaulting party. Such events include, by way of example only: the result of any Act of God; war, insurrection or civil disorder; failure or shortage of power supplies; national or local emergency; acts or omissions of government; industrial disputes of any kind; the acts or omissions of other companies.
21. Variation
21.1 the Provider may require and accordingly reserves the right to modify these Terms at any time so as to comply with the any authority or to comply with any regulations or other requirements applicable to or imposed upon the Provider subject to which the Provider operates or by any competent authority.
21.2 subject to Clause 21.1 no purported variation; change or modification of these terms and conditions shall be valid unless confirmed in writing in a document signed by authorised representatives of both parties on or after the date of the Service Agreement, which expressly states that it amends the Service Agreement.
22. Limitation of liability
22.1 no claim shall be brought by the Client for any Event of Default relating to a breach of any provision of the Service Agreement, unless notice in writing of such claim (specifying in reasonable detail with supporting evidence the event, matter or default which gives rise to the claim and an estimate of the amount claimed) has been given to the Provider within 1 month of the Client becoming aware of the circumstances which give rise to such claim provided that without prejudice to their rights, the Client and the Provider agree that if they have reason to believe that they may have a cause of action hereunder, they shall liaise with the other in an open and cooperative way with a view to rectifying the reason for such cause of action whenever practicable.
22.2 the Provider shall not be liable for any delay or failure to provide the Services and/or loss or damage suffered by the Client as a result of:
22.2.1 any act or omission of the Client which affects the Client’s ability to carry out its obligations under the Service Agreement;
22.2.2 any failure of any third party to provide their services to the Client;
22.2.3 the Client failing to test the Services within 14 days of the Start Date;
22.2.4 the Client’s negligence or default;
22.2.5 the provision of inaccurate information;
22.2.6 Royal Mail’s or any other courier’s/postal service’s failure to deliver the post;
22.2.7 fluctuation in mains voltage;
22.2.8 any full of any other Communication Provider’s line or equipment;
22.2.9 any electrical interference generated in or radiated by electric, electronic or other similar equipment or materials not supplied by the Provider; or
22.3 the Provider will not be liable for the consequences or of any financial loss, such as, but not limited to, loss of business, profit, revenue, contract data, arising from your failure to maintain in order your account, that is to provide accurate and up-to-date contact details and paying for the services fees rendered.
22.4 notwithstanding any other provision under these Terms or otherwise the Provider’s shall not exclude liability that cannot be excluded to the Client for:
22.4.1 death or personal injury resulting from its own or its employee’s, agents’ or sub contractors’ negligence; and/or
22.4.2 any breach of its obligations under Section 12 of the Sale of Goods and Services Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and/or
22.4.3 in relation to any fraudulent misrepresentation or fraudulent acts of it employees.
22.5 subject to Clause 22.3 the Provider’s aggregate liability to the Client for any indirect or consequential loss or damage (whether for loss of profit, business, revenue, goodwill or anticipated savings) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise of Events of Default, will be limited to the greater of:
22.5.1 10% of the total of the Price that has been paid by the Client to the Provider under the Service Agreement.
22.5.2 the sum of £100 (One Hundred Pounds).
22.6 the Client shall not incorporate the Address and/or Preferred Number in any advertising material or directory prior to completing the necessary service set up steps and the Provider shall have no liability for any losses or expenses, which the Client incurs by acting in disregard of this Agreement.