Definition

“Deep Blue” “we” and “us” means Deep Blue Networks Ltd a company registered in the UK, Registered Number 05278956 whose registered address is: Akula House, Cromwell Business Park, York Road, Wetherby, West Yorkshire, LS22 7SU.

“Call” means a signal, message or communication which is silent, spoken or visual on each line that we agree to provide to you under this agreement.

“Call Level” means the sum of money, we agree you expect to spend on Calls during the month.

“Call Barring” or “Disconnection” means deliberate disconnection of your service by us.

“Your Equipment” means equipment that is not part of Our Network and which you use or intend to use with the service.

“Failure of the Service” means the continuous total loss of your ability to make and receive Calls other than Call Barring or the continuous total loss of a related service.

“Your Line” means a connection from Your Equipment to Our Network.

“Main Telephone Socket” means the point where Your Equipment is connected to Our Network.

“Contracted Period” means the term agreed for the Service or if no term has been agreed the period set out in our price list.

“Our Network” means any Deep Blue provided telecommunications network.

“Your Premises” means the place where the Service is or will be provided.

“Price List” means the price list published from time to time on our website, a copy of which we will supply upon written request.

“Service” means all or part of the Service explained in paragraphs 1 and 2 and any related services listed in our price list that we agree to provide to you under this agreement.

“working day” means Monday to Friday excluding Public Holidays.

“normal business hours” means 0900-1700 on a working day.

“you” means the customer we make the agreement with. It includes a person who we reasonably believe is acting with the customer’s authority or knowledge.

1. What the Service is

The Service enables you to make or receive a Call (or both). The Service does not include and phones or other equipment that we may supply to you under a separate agreement. In providing the Service, we promise to use the reasonable skill and care of a competent telecommunications service provider.

2. Things we may have to do

2.1 We may have to do some things that could affect the Service. These things are listed in paragraph 2.2. If we have to interrupt that service we will restore it as quickly as we can.

2.2 Occasionally we may have to:

(a) change the code or phone number or the technical specification of the Service for operational reasons;

(b) interrupt the Service for operational reasons or because of an emergency;

(c) give you instructions that we believe are necessary for health or safety or for the quality of the Service that we supply to you or to our other customers.

3. Phone number

3.1 You have no right to sell or to agree to transfer the number provided to you for use with the Service and you must not try to do so.

4. The Phone Book and Directory Enquiries

4.1 We will put your name, address and the phone number for the Service in The Phone Book for your area and make your number available to the directory enquiries service as soon as we can., however, we will not do so if you ask us not to.

4.2 If you want a special entry in The Phone Book you must let us know. Where we agree to a special entry you must sign a separate agreement for that entry and pay any additional fee due to The Phone Book and our extra charges in accordance with our then current Price List.

5. Call Monitoring

We may monitor and/or record calls made to us or by us relating to customer services and telemarketing. We do this for training purposes and to ensure the quality and accuracy of our customer services, including complaint handling.

6. Use of your information

6.1 We may use the information we have about you and your use of the Service for marketing purposes. However we will not do so if you ask us not to.

6.2 For your information we will process your billing data and information about your use of Deep Blue‘s service (this includes information about your bill size, the numbers you call and the times you call) for marketing our own telecommunications products and services. This allows us to better inform you about products, services, pricing packages and special offers which we provide and which we believe may be of particular interest to you. We do not disclose this information to anyone else. We need your consent to continue to give you all the benefits that this processing provides and will assume we have it, unless you tell us otherwise by writing to us at Akula House, Cromwell Business Park, York Road, Wetherby, LS22 7SU or any other address we give you.

7. When we will provide the Service

We aim to provide you with the Service by the date we agree with you unless we are prevented from doing so through a reason covered by paragraph 12. However, our delivery time is not of the essence of this contract.

8. Repairing faults

8.1 We cannot guarantee that the Service will never be faulty but we will always use our best endeavours to ensure that the service is resumed as quickly as possible.

8.2 We will work on any fault that is reported to us according to the repair service we have agreed to provide to you.

8.3 When we agree to work on a fault outside the hours covered by the repair service that we provide to you, you must pay us our extra charges in accordance with our then current Price list.

8.4 If you tell us there is a fault in the Service and we find either that there is not or that someone at premises has caused the fault, we may charge you for the cost of any work we have done to try to find the fault or repair it.

9. Paying our charges for the Service

9.1 Charges

(a) You must pay the charges for the Service by Direct Debit, bank transfer or cheque. This applies whether you use the Service or someone else does. We can change the Price List as explained in paragraph 14.

(b) If someone makes a Call without your knowledge from our side of the Main Telephone Socket, you will not have to pay for the Call, unless we prove that you could have taken reasonable steps to prevent the Call being made.

(c) If you are the victim of hacking, it is your responsibility to pay for any Calls made as per Ofcom guidelines. Once you have advised Action Fraud on 0300 123 2040 they will give you police crime reference number and advise you of the next steps you can take.

9.2 Rental

You must pay us rental from the day we supply the Service. We will usually ask you to pay the rental in advance. The rental will depend on how we classify your line. If we supply you with temporary Service, you may have to pay the rental in advance for the whole period that you want the Service.

9.3 Calculating the Call charges

We will calculate the charges for Calls using the details recorded by Deep Blue‘s telephone billing system.

9.4 Bills

We will send you your first bill shortly after we provide the Service. We will send you further bills every month, but we send you a bill at any other time. We will include all the charges on each bill where possible and in any event as soon as we can. We will send bills to the address you ask us to. Any requests for changes to the billing address must be received by us in writing at least 14 days prior to the next bill. Fax and email, when addressed to the correct recipient, are acceptable methods of communication for this purpose.

9.5 Payments in advance, deposits and Call Levels

(a) We may ask you for a payment before one is normally due. This will not be more than the connection charge and rental for one month, except in circumstances where we send you a bill because you have exceeded your Care Level.

(b) We may ask you for a deposit at any time, as security for payment of your bills if we think it is reasonable for us to do so.

(c) We may decide a Call Level is no longer necessary. We will inform you of this when we decide it is appropriate.

9.6 When you must pay

You must pay all charges and rental (including charges for any trial period or promotion offer) as soon as these become due, which will normally be 30 days from date of invoice. Deposits are payable upon request. If we have not received payment of your bill by the due date, we will send you a reminder letter which will incur an administration fee of £5. Continued failure to pay will lead to Call Barring or (at our discretion) disconnection of your telephone service. If this is necessary the following conditions will apply:

(a)  Normal monthly line rental will continue to be charged during any period of disconnection.

(b) If Call Barring or disconnection is placed on your line because we have not received payment by the due date, an administration charge or a re-connection fee will be required in advanced before the service is restored. The administration charge or re-connection fee will be in accordance with our current price and is currently £25 per affected line or channel, subject to VAT. This fee applies regardless of the duration of your disconnection.

10. Your other responsibilities

10.1 Connecting and using your equipment with our network

(a) You may only connect Your Equipment to Our Network using a Main Telephone Socket, unless we agree otherwise. We may end any such agreement after giving you reasonable notice.

(b) Your Equipment must only be used with Our Network in a way that meets the relevant standards and your licence. If Your Equipment does not meet those standards or your licence, you must immediately disconnect it, or allow us to do so at your expense. If you ask us to test Your Equipment to make sure that it meets those standards or your licence you will be charged for the cost of doing this.

10.2 Supply a place and electricity for our equipment

We may have to place equipment on Your Premises to provide you with the Service. For residential customers this will normally be just a Main Telephone Socket. You must provide a suitable place and conditions for our equipment. If we have to supply equipment that needs a continuous mains electricity supply and connection points, you must provide them where we need them at your own expense.

10.3 Preparing Your Premises

You must prepare Your Premises before we arrive according to any reasonable instructions that we give you. For the avoidance of doubt, when our work is completed you will also be responsible for putting items back and for any necessary re-decorating.

10.4 Entry to Your Premises

(a) If our nominated engineers have to enter Your Premises you must let them do so as long as they verify their identity. We will meet your reasonable requirements about the safety of people on Your Premises and you must do the same for us.

(b) If we need someone else’s permission to cross any boundary or put our equipment on their premises, you must get that agreement for us in writing if we so request it, and make any necessary arrangements.

10.5 Damage

Nobody must tamper with our equipment that is on Your Premises. If anyone does and there is any damage or loss of our equipment, you must pay for any necessary repair or replacement.

10.6 Misuse of the Service

Nobody must use the service:

(a) To make offensive, indecent, menacing, nuisance or hoax calls; or

(b) Fraudulently or in connection with a criminal offence

and you must make sure that this does not happen. The action we can take if this happens is explained in paragraph 13.4. If a claim is made against us because the Service is misused in this way, you must reimburse us in respect of any sums we are obliged to pay or any costs that we incur.

10.7 Indemnity

If you use the Service for business purposes, you must indemnify us against any claims that anyone (other than you) threatens or makes against us because the Service is faulty or cannot be used by them.

10.8 Existing Contracts

You must ensure that you are not currently in a contract period with your existing supplier; Deep Blue will not be held responsible for any cancellation fees payable to your previous supplier. If you are still connected to any other service provider, Deep Blue will not pay for call slippage or programming or re-programming of any telephone system.

11 If we break this agreement

11.1 We will accept liability if we are late in providing the Service or repairing a failure of the Service, or if we fail to keep an appointment, unless for a reason covered by paragraph 12. However, our liability is limited as set out in this paragraph 11.

11.2 We accept liability if you are or anyone else is injured or dies as a result of our negligence. We do not limit that liability and paragraphs 11.3, 11.4 and 11.5 do not apply to that liability or to any liability for fraudulent misrepresentation.

11.3 Unless otherwise stated, we have no liability under this agreement. This does not affect our liability to consumers or otherwise which we are not by law permitted to exclude.

11.4 Without prejudice to 11.3 above, we have no liability for any loss that is not reasonably foreseeable, nor for any indirect loss including but not limited to loss of business, revenue, profit, or savings you expect to make, wasted expense, financial loss or data being lost or harmed.

11.5 Any liability we have of any sort (including any liability because of our negligence) is limited to £50,000 for any one event or any series of related events, and in any 12-month period to £50,000 in total.

11.6 Each part of this agreement that excludes or limits our liability operates separately. If any part is disallowed or is not effective, the other parts will continue to apply.

12. Matters beyond our reasonable control

We will not be liable for any costs, claims, expenses or damages arising from our failure to do what we have promised in this agreement because of something beyond our reasonable control such as lightening, flood or exceptionally severe weather, line failure, fire or explosion, civil disorder, war or military operations, national or local emergency, anything done by government or other competent authority (including British Telecommunications PLC or any of its successors), any action by any network provider or industrial disputes of any kind (including those involving our employees), any incorrect information given to any member or employee of Deep Blue Networks Ltd by yourself, or anyone holding himself out as having your authority to give that information.

13. If you break this agreement

13.1 We can suspend the Service or end the Contracted Period (or both) at any time without telling you if:

(a) You break this agreement or any other agreement you have with us for telephone or other services and fail to remedy any breach within a reasonable time of being asked to do so;

(b) we believe that the Service is being used in a way forbidden by paragraph 10.6. This applies even if you do not know that the Calls are being made or the Service is being used in such a way;

(c) bankruptcy or insolvency proceedings are brought against you, or if we are led reasonably to believe that bankruptcy or insolvency proceedings are about to be brought against you, or if you do not make any payment under a judgement of a Court on time, or you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation. If you have a limited payment history for the Service (less than 3 bills received and paid in full) we may also restrict your ability to make Calls pending payment of charges accrued on our billing system.

13.2 If you miss a payment, we will not apply Call Barring or end the agreement until 7 days after the payment was due. However, if we do apply Call Barring and you miss another payment during the 12 months after we provide the Service again, we may then either apply Call Barring or end the agreement entirely at our discretion 7 days after the payment was due.

13.3 If we apply Call Barring, we will not provide the Service again until you do what you have agreed, or satisfy us that you will do so in future or that the Service will not be used in a way that is forbidden by paragraph 10.6.

13.4 If we apply Call Barring because you break this agreement, the agreement will still continue. You must pay us rental until we end the agreement by giving notice under paragraph 13.1 or you or we end the agreement by giving notice under paragraph 16.1.

14. Conditions

14.1 We can change the conditions of this agreement including our Price List at any time. We will publish any change on www.deepbluetelecom.co.uk at least 21 days before it takes effect. We will inform you with your next bill if there has been or will be a material change to our liability. Our customer service department may be contacted on 0333 240 9100 during normal business hours.

14.2 We may increase the price you pay for our products and services due to factors beyond our control such as increases in inflation. We reserve the right to pass on to you any price increase implemented by our suppliers. These conditions apply even if you are in contract.

14.3 If you ask us to make any change to the Service we will ask you to confirm your request in writing. If we agree to a change, this agreement will be changed when we confirm the change to you in writing

15. Transferring the agreement

You cannot transfer or try to transfer this agreement or any part of it (including calls) to anyone else without the prior approval in writing of a Deep Blue representative.

16. Ending the agreement

16.1 This agreement, or the supply of the Service, can be ended by:

(a) your written cancellation. If you cancel during the Contracted Period or any extension of the Contracted Period you will be liable for the full costs of any outstanding line rental and all Calls made during this period:

Or

(b) not less than one month’s written notice from you to us to take effect on the anniversary of the commencement of the Service. If no such notice is received the Contracted Period will be extended for a further one year term and these terms and conditions (including this sub-clause) will continue to apply; or

(c) one month’s notice from us to you.

16.2 If we give you notice you must pay rental up to the end of that notice. If you give us notice, you must pay rental until one month from the date we receive your notice, or until the end of the notice if that is later.

16.3 If for any reason, your contract ends during a Contracted Period, you must pay us an administration fee to reflect our additional costs and loss of income which are estimated to be not less than £500. If you have participated in a free or reduced rate of  Install or other promotions or offers giving discounts, you are liable to repay the full costs of that installation in accordance with the pre-offer price list or conditions attached to that promotion or offer.

16.4 If you have paid any rental in advance you will forfeit any remaining balance of this if you cancel during the Contracted Period.

16.5 You must pay all charges for the Service until the date on which we stop providing the Service to you.

16.6 We can end this agreement at any time without telling you if paragraph 13.1 applies.

16.7 Committed call spends

16.8 We reserve the right to pass on to you any charges for the cease or transfer of our Service that we incur from our suppliers 

If you are contracted to a minimum call spend and at the end of the year you have not met the spend, then you will be liable to pay 20% the difference between what has been spent and what should have been spent under the agreement. This also applies should you terminate your contract with us during the Contracted Period.

17. How to make a request or give notice

Any request or notice given under this agreement must be delivered by hand, facsimile or sent by email or prepaid post as follows:

(a) to us at the address shown on the Welcome letter or on your most recent bill.

(b) to you at you at the address you have asked us to send bills to.

18. Other documents

18.1 These conditions, the documents referred to in them, the Customer Service agreement and the Welcome letter set out the whole agreement between you and us for the Service.

18.2 Our Price List contains explanations, definitions, notes and conditions that form part of this agreement.

You can see a copy of our Price List or obtain copies of the relevant pages by emailing info@deepbluetelecom.co.uk

19 Third Party Rights

A person who is not a party to this agreement, has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.