Means Venture Telecom; Venture Telecom ROI; Venture Communications; Arrow Converged Solutions; Arrow Communications and Arrow Telecom.
Means the customer.
Means any telecommunication network available from ‘Venture’.
Means the telecommunication service/s provided by means of the network. Fixed line service/s include but are not limited to outbound and inbound call routing, BT line provision, data and internet connectivity/access, hosted and SIP service provision.
Means Venture Telecom; Venture Telecom ROI, Venture Communications; Arrow Converged Solutions; Arrow Communications and Arrow Telecom.
Means a predetermined charge unit of time charged at the rate/s set out in the tariff analysis/proposal provided by Venture (before and after service commencement), available upon request and which are subject to change/fluctuation.
Means the relevant one-off sum charged for connection to the service.
Means the connection of the service to the network.
Means the date service is connected by/transferred to Venture.
Means the same date as appears on the invoice raised by Venture.
Means the relevant sum charged for access to the network and provision of service/s as detailed in the framework/service agreement &/or any additional service/s requested/provided which is/are not detailed in the framework/service agreement.
Means a monthly financial limit applied for all charges incurred under this agreement. Venture reserves the right to reduce a subscriber’s credit limit to zero at any time, requesting the immediate payment of a security deposit equal to a value not exceeding the remaining term value of the contract as calculated by Venture; where payment is not received within 24hours Venture reserves the right to suspend all services without providing further notice.
Means a notice to disconnect one or more services from the network.
‘Framework / Service Agreement’’
The framework/service agreement represents the entire agreement between the parties in relation to commercials including but not limited to charges/price and obligations in conjunction with these terms and conditions.
Means the number of months stated in the framework/service agreement during which the subscriber agrees to take the service/s from Venture, commencing on the date of connection; upgrade of equipment; incentive given; reconnection of service if suspended for non-payment/breach of contract &/or tariff, service or company name change (whichever the later). In the absence of a framework/service agreement being signed or a minimum term not being detailed in the framework/service agreement a minimum term of 36 months applies.
Means the number of months stated in the framework/service agreement in respect of each individual service (for example: BT/PSTN line, broadband connection and inbound service) commencing on the date of connection; upgrade of equipment; incentive given; reconnection of service if suspended for non-payment/breach of contract &/or tariff , service or company name change (whichever the later). In the absence of a framework/service agreement being signed or a minimum period not being detailed in the framework/service agreement a minimum period of 36 months applies.
Means the fee as set out in clause 6.
Means a notice to terminate this agreement served 90 days prior to the expiry of the minimum term or pursuant with clause 6.
‘Value Added Services’
Means the value-added service/s such as installations, insurance, field services, repair etc. as may be made available from time to time by Venture to the subscriber.
Venture will provide the service/s as detailed in the framework/service agreement to the subscriber on an exclusive basis. For the avoidance of any doubt, by entering into this agreement the subscriber appoints Venture as the exclusive supplier of the service/s and the subscriber shall not appoint a third party to provide service/s similar or identical to the service/s provided by Venture, without the prior written consent of Venture; such consent will not be withheld where Venture is unable to provide the service/s offered by the third party.
2.1 The Agreement shall come into force on and with effect from the date on the framework/service agreement.
2.2 The minimum term of the agreement, as stated in the framework/service agreement, takes effect from the date service commences on each line or number. By signing this agreement, the subscriber agrees to opt into the automatic contract renewal; by opting in the agreement will automatically renew for a further minimum term unless written notice is given by the subscriber 90 days prior to expiry of the minimum term.
2.3 Where the minimum term stated in the framework/service agreement is 18 months or less, upon completion of the initial/original minimum term and unless notice is served, the agreement will automatically renew for a further 24 months.
3. Telephone and Access Numbers
3.1 When Venture allocates a telephone or access number for the purpose of providing the service, the subscriber acknowledges they do not acquire any right to the number and that Venture may withdraw or change the number at any time.
3.2 All telephone or access numbers allocated by Venture shall remain the property of Venture.
3.3 In the event a subscriber attempts to transfer an allocated number to an alternative service provider, without obtaining Venture’s prior written consent, Venture reserves the right to prevent the transfer of the number and/or terminate the number.
4.1 Pricing of the service/s shall be as stated in the framework/service agreement &/or tariff analysis/proposal. All prices are exclusive of Value Added Tax and subject to change/fluctuation.
4.2 The subscriber shall be invoiced monthly by Venture for all charges under this agreement plus Value Added Tax.
4.3. All sums invoiced by Venture, under this agreement, shall be paid in full by the subscriber without any offset whatsoever. For the avoidance of any doubt should a subscriber raise a billing query whereby a credit may be due the subscriber agrees to pay the invoice in which the billing query arises and agrees to the credit being applied to a future invoice.
4.4 Direct debit payment is compulsory.
4.5 Direct debit payments will be collected within 14 days of receipt of invoice.
4.6 The charge for non-direct debit is £2.50 per telephone number (CLI &/or DDI) per month until a direct debit mandate is completed/received by Venture or the duration of the agreement extended by 12 months.
4.7 Where Venture accepts payment by an alternative means to direct debit and waives the applicable charges outlined in (4.6), payments must be made within 14 days of receipt of invoice. Venture reserves the right to revoke this waiver at any time and without notice; in the event Venture revokes this waiver the subscriber must complete/return a signed/valid direct debit mandate within 3 working days and agrees to pay charges for non-direct debit as outlined in (4.6) where payment is not made by the payment due date/within 14 days of receipt of invoice. For the avoidance of any doubt late payment will attract late payment charges of £2.50 per telephone number (CLI &/or DDI) per month until all outstanding monies are paid in full or the duration of the agreement extended by 12 months. In the event late payment charges are not applied at the time late payment arises Venture reserves the right to apply unbilled late payment charges at any time during/after the term of the agreement.
4.8 The time of payment of all sums due to Venture under this agreement shall be the essence of this agreement. If payment in full is not received by Venture upon the payment due date/within 14days of receipt of invoice, if paying by alternative means to direct debit, Venture will levy late payment charges equivalent to those outlined in (4.7). For avoidance of any doubt late payment will attract late payment charges of £2.50 per telephone number (CLI &/or DDI) per month until all outstanding monies are paid in full or the duration of the agreement extended by 12 months. In the event late payment charges are not applied at the time late payment arises Venture reserves the right to apply unbilled late payment charges at any time during/after the term of the agreement.
4.9 Venture may suspend service/s due to non-payment of invoices by the payment due date/within 14 days of receipt of invoice; the subscriber will be provided prior written notice of late payment and suspension by way of payment reminders. In the event service is suspended due to late/non-payment, reconnection charges may be applied at Venture’s sole discretion.
4.10 Where late payment charges are applied and subsequently credited back to the subscriber, Venture reserves the right to re-apply the late payment charges at any time during/after the term of the agreement.
4.11 All charges payable under this agreement shall be calculated by reference to date recorded or logged by Venture and not by reference to the date recorded or logged by the subscriber.
4.12 Venture shall be entitled to levy a monthly rental fee for any equipment supplied.
4.13 Venture shall be entitled to levy a fee for the installation/connection of equipment/service/s or cancellation of an engineer visit due to the engineer not being able to gain access or the subscriber’s failure to provide appropriate notice.
4.14 All billing queries must be raised within 30 days of receipt of invoice. It is at Venture’s sole discretion to investigate &/or grant a credit/rebate after the 30-day period has lapsed.
4.15 Venture reserves the right to review any credit limit applied to this agreement.
4.16 Venture may require from the subscriber a deposit as security for the payment of all charges under this agreement. Venture will return any deposit upon expiry of the agreement; the decision to return any deposit prior to expiry of the agreement will be at the sole discretion of Venture. Venture reserves the right to set off any deposit against charges incurred under this agreement.
4.17 If the parties agree that payments by the subscriber to Venture are to be made by credit card and if payment of charges is not made on the due date/within 14 days of receipt of invoice, Venture is authorised to debit the subscriber’s nominated credit card with all charges due and payable to Venture.
4.18 A 5% surcharge, based on invoice value, is applied for credit card payments.
4.19 Should a direct debit payment fail and it is deemed to be the subscriber’s responsibility, a charge of £5.00 + 5% of the invoice value will be charged on the day following the date upon which the direct debit was called for from the subscribers bank account. If the subscriber fails to pay all monies invoiced by Venture within 3 working days late payment charges detailed in [4.7] apply. For the avoidance of any doubt late payment will attract late payment charges of £2.50 per telephone number (CLI &/or DDI) per month until all outstanding monies are paid in full or the duration of the agreement extended by 12 months. In the event late payment charges are not applied at the time late payment arises Venture reserves the right to apply unbilled late payment charges at any time during/after the term of the agreement.
4.20 A charge of £2.50 per invoice &/or itemised report is chargeable if the subscriber requests a copy invoice when the original has already been sent.
4.21 Notwithstanding any other right or remedy Venture has under this agreement, Venture may at any time and at its sole discretion:
[i] Reduce the credit limit to zero and
[ii] Require payment in advance of supplying the service/s or immediately upon demand; and/or
[iii] Suspend, disconnect or terminate the provision of all or any of the services
4.22 Venture reserves the right to withhold or withdraw discount/s on any invoice/s that remain unpaid for a period of 60 days.
4.23 Conditions of Tariff
[i] The subscriber honours the terms and fulfils the duration of the contract/ agreement as recorded by Venture.
[ii] The subscriber adheres strictly to the payment terms throughout the duration of the contract/agreement
[iii] Where an upgrade of equipment is subsidised, incentive given, re-connection of service if suspended for non-payment &/or tariff, service or company name change is implemented, prior to the expiry of a pre-existing minimum term/period, the corresponding service/s is/are re-contracted for the minimum term/period and balance of any pre-existing unexpired minimum term/period.
4.24 Venture’s acceptance of payment from a third party on behalf the subscriber does not imply that Venture has amended any of its rights or obligations of the subscriber.
4.25 Without prejudice to any other rights of Venture in the event of the subscriber failing to pay any sums due to Venture on time or at all Venture shall be entitled to:
[i] Reclaim from the subscriber all costs and expenses (including legal costs) incurred in the collection of overdue amounts from the subscriber; and
[ii] Suspend all service/s until such time that all outstanding invoices are paid without offset.
5. Use of the Service
The subscriber undertakes to use the service in accordance with such conditions as may be notified in writing to the subscriber by Venture from time to time.
6. Termination of the Service
6.1 If the subscriber wishes to terminate the agreement, subject to providing and serving 90 days written notice prior to expiry of the applicable minimum term/period, Venture agrees to accept the termination notice on the basis the subscriber agrees to pay all outstanding invoices in addition to all invoices falling due during and upon expiry of the termination notice. If notification is not received from the subscriber and the subscriber continues to use the service, the terms of the agreement continue to apply.
6.2 The subscriber authorises Venture to prohibit the transfer of service/s away from Venture whilst the subscriber is in contract &/or monies are outstanding &/or no written notice has been provided &/or the subscriber is in breach of any agreement with Venture.
6.3 The subscriber accepts and agrees that Venture’s rights as set out in the framework/service agreement (including particularly this condition 6) are “reasonable terms” for the purposes of OFCOM’s General Terms and Conditions in respect to number portability or otherwise.
6.4 The subscriber may not disconnect or request the transfer of service/s away from Venture within its minimum term/period without the prior written consent of Venture.
6.5 The subscriber assigns the ownership of the subscriber telephone numbers to Venture for the duration of the minimum term/period
6.6 In the event the subscriber gives notice to take effect prior to expiry of the applicable minimum term/period, on the basis Venture consents to the same, the subscriber will pay to Venture the following termination fees prior to service being terminated or transferred to another service provider:
6.7 Venture’s standard (non-discounted) line rental for the remainder of the applicable minimum term/s / period/s
6.8 Projected value of remaining term call revenue. In the absence of an aggregate minimum spend being detailed in the framework/service agreement or an agreed minimum spend applying the projected value will be calculated based on a monthly average of the last 3 months actual call spends.
6.9 Any equipment supplied free of charge or subsidized as part of the discount package remains the property of Venture and must be returned by the subscriber &/or invoiced to the subscriber at Venture’s quoted supply price at the time of supply or early termination (whichever is the highest).
6.10 Venture may at its sole discretion claw back or demand repayment of any incentive given, including but not limited to call/line rental discount, in the event that Venture consents to the transfer of any service/s OR if the subscriber or any of its subsidiaries &/or associated entities is in breach of the framework/service agreement or any other agreement with Venture OR Venture permits termination prior to expiry of the applicable minimum term/s / period/s.
6.11 In the event of the network providing call data after disconnection from Venture the subscriber remains liable for all outstanding charges at any time after the disconnection date.
6.12 In the absence of a framework/service agreement being signed or an aggregate minimum spend not being detailed on the framework/service agreement the aggregate minimum spend will be calculated as follows: total monthly spend (taken as an average of the last 3 months actual call spend) x (applicable minimum term/s / period/s + notice period)
6.13 The subscriber agrees that Venture may collect early termination fees by direct debit. Where Venture requests payment by alternative means, payment must be made within 5 working days of receipt of invoice otherwise service will be suspended &/or terminated.
6.14 Notice must be served by the contract signatory or customer’s Managing Director.
7. Provision of Information
The subscriber undertakes to promptly provide Venture free of charge, with all information and co-operation that Venture may reasonably require to enable it to proceed without interruption with the performance of its obligation under this agreement.
8.1 Nothing in this agreement shall exclude or restrict Venture’s liability for death or personal injury resulting from the negligence of Venture or its employees while acting in the course of their employment.
8.2 Subject to condition 8.3 Venture shall be liable for damage to the property of the subscriber caused by any negligent act or omission of Venture or its employees provided that such liability Venture in contract, tort or otherwise, including any liability for negligence, howsoever arising out of or in connection with the performance of Venture’s obligations under this agreement shall be limited to an amount equivalent to one month’s monthly charge/s or £10,000 whichever is the lower.
8.3 Venture shall not be liable to the subscriber in contract, tort or otherwise, including any liability for negligence, for any loss of revenue, business, anticipated savings or profit or of any indirect or consequential loss however arising.
8.4 In the event of any failure in the service Venture shall not be liable to the subscriber for any charges incurred by the subscriber should the subscriber divert its call traffic to another carrier.
8.5 The provisions of this condition 8 shall continue to apply notwithstanding the termination of this agreement.
8.6 Venture shall not be liable in any circumstances for making good subscriber premises in the event of the removal of the equipment.
8.7 Venture shall not be liable to the subscriber or be deemed to be in breach of the agreement by reason of any delay in performing or failure to perform any of its obligations if the delay or failure was due to any cause beyond the reasonable control of Venture.
Venture will use all reasonable endeavours to ensure the service/s are available for use by the subscriber in accordance with the service standards for the time being set out in Ventures service literature. Venture may from time to time introduce compensation schemes should Venture fail to achieve the standards of service set out in its service literature.
10. Termination of the Agreement
10.1 Without prejudice to their rights under the agreement Venture and the subscriber shall have the right to terminate this agreement forthwith in the event that:
10.1.1 The other party is in default in its performance or observation of any of its obligations under this agreement, and, in the case of a remedial breach, fails to remedy the breach within a reasonable time specified by the non-defaulting party in its written notice to do so: or
10.1.2 An interim order is applied for or made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a 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 arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed or any of the party’s assets or undertakings or a winding-up resolution or petition is passed or presented (otherwise 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 to present a winding-up petition or make up a winding order.
10.2 Without prejudice to its other rights, Venture shall have the right forthwith to terminate this agreement by providing notice in writing to the subscriber in the event that:
10.2.1 The subscriber fails to make any payment when it becomes due to Venture: or
10.2.2 Venture’s partner’s license expires, or it is revoked: or
10.2.3 A license under which the subscriber has the right to run its telecommunications systems and connect it to the Venture system is revoked, amended or otherwise ceases to be valid and is not immediately replaced by another valid license: or
10.2.4 If the subscriber provides false or misleading information
10.3 In the event of termination by Venture under conditions 10.1.1, 10.1.2, 10.2.1, 10.2.3 or 10.2.4 Venture shall be entitled to recover from the subscriber all costs, losses and expenses incurred by Venture including but not limited to the cost of removing the services from the subscribers premises and all applicable/corresponding early termination charges outlined in condition 6. In addition, &/or alternatively, at Ventures sole discretion, Venture may transfer the ownership of all subscriber services directly to Venture for use with a new and/or existing subscribers.
11. Suspension of Service
Venture may at its sole discretion elect to suspend forthwith the provision of the service until further notice, without liability to the subscriber, on notifying the subscriber either orally or in writing in the event that:
11.1 The subscriber is in breach of any term of this agreement; or
11.2 The subscriber prevents, or delays prearranged maintenance from being carried out; or
11.3 The subscriber is suspected in Venture’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the agreement or use of the service.
The subscriber shall indemnify Venture against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Venture arising out of or in connection with non-payment of any sums due under this agreement, non-performance of any term of this agreement, any actual or threatened breach of this agreement, suspension or reconnection of service or the enforcement of this agreement generally.
13. Assigned Authority
Venture may at its sole discretion elect to assign the subscribers call routing and line provision requirements to an alternative carrier and/or service provider. In this event the subscriber agrees to adopt the new service provider’s terms and conditions.
14.1 Venture may vary all or any of its ‘charges’ by publishing of such variation in its tariff books/schedules and/or providing email &/or verbal confirmation of the same directly to the subscriber; such variances to have immediate effect under this agreement unless otherwise stipulated therein.
14.2. It is the policy of Venture to continually review its ‘service charter’ and ‘terms and conditions’ upon which it contracts with subscribers. As indicated on Venture’s invoices a complete and up to date set of Venture’s terms and conditions may be found/viewed at www.venturetelecom.co.uk. These supersede all previous versions.
15.1 Services provided by Venture but not previously billed &/or not detailed on the framework/service agreement: The subscriber agrees to pay for all services provided by Venture including services provided by Venture but not previously billed &/or not detailed in the framework/service agreement. Services include but are not restricted to broadband overage charges; non-geographic numbers; BT line &/or SIP provision and calls made to destinations not detailed in the framework/service agreement &/or tariff analysis/proposal. The subscriber may request pricing for the services prior or subsequent to incurring the applicable charges.
15.2 This agreement may not be assigned in whole, or in part, by the subscriber without the prior written consent of Venture, such consent not unreasonably withheld.
15.3 Neither party shall be liable to the other for any loss or carriage which may be suffered by the other party due to any cause beyond the first party’s reasonable control.
15.4 This agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior undertakings and representations, whether written or oral. As detailed in 14.2 any/all changes/modifications to Venture’s terms and conditions are reflected within Venture’s terms’ and conditions published online at: www.venturetelecom.co.uk
15.5 The failure or delay by either party to exercise or enforce any right, power or remedy under this agreement shall not be deemed to operate as a waiver of any such right, power or remedy, nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof, or of any right or remedy on any later occasion.
15.6 Any notice, invoice or other document which may be given by either party under this agreement shall be deemed to have been given if emailed or sent by post to an email or physical address notified by the other party in writing as an address to which notices, invoices or other documents may be sent.
15.7 Venture’s address for service of any notice hereunder shall be such address as appears on the last invoice rendered to the subscriber or such other address as may be prescribed by Venture for that purpose.
15.8 This agreement shall be governed by, construed and interpreted in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
15.9 In the event the subscriber or any of its subsidiaries &/or associated entities are in breach of any of their obligations under any framework/services agreement with Venture, Venture reserves the right to suspend, restrict or terminate all or part of the services provided thereunder upon giving written notice to the subscriber,
15.10 Provision of service constitutes acceptance of the terms of this agreement
15.11 If any of the provisions of this agreement becomes invalid, illegal or unenforceable, the validity of the enforceability of the remaining provisions shall not in any way be affected by or impaired. In such circumstances the parties shall negotiate in good faith in order to agree the terms of mutual satisfactory provision, achieving as nearly as possible the same commercial affect, to be substituted for the provision, which is found to be invalid, illegal or unenforceable.
15.12 The subscriber must promptly advise Venture of any change of address in writing and by recorded delivery. Any notice hereunder sent by Venture to the subscriber should deem the subscriber to be served within 48 hours of posting to the last address notified in writing to Venture.
15.13 No third party rights are provided by this agreement; a person who is not a party to this agreement has no rights under the contracts (Rights of Third Parties) Act 1999 to enforce any term agreement but this does not affect any right or remedy of the third party which exists available apart from by the Act.
16. Confidentiality & Data Protection
16.1 The parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with this agreement (including for the avoidance of doubt details of the subscriber’s employees) which is reasonably identified by either party as commercially confidential or which is obviously confidential in nature and neither will divulge the same to any third party except such of its employees contractors and agents as may need to know the same for the purpose of the implementation of this agreement and who agree to be bound by the provisions of this clause without consent in writing of the other.
16.2 Data Protection:
16.2.1 The subscriber acknowledges that details of their name, address and payment record/s may be submitted/shared to/with credit reference agencies.
16.2.2 Venture operates in accordance with the Data Protection Act 1998 as updated or amended from time to time. The subscriber acknowledges that its details, or those of its users, may be used by Venture for marketing purposes including joint ventures with other organisations and to inform the subscriber or its users from time to time about other wireless telecommunication services or associated technologies. If the subscriber does not want its details, or those of its users to be used in this way then the subscriber should contact Venture.