Our standard Terms & Conditions.

VS Group Holdings Limited. Registration Number: 08120131

Terms and conditions

1.1

“Service” means line rental, direct or indirect access telecommunication service and or any other services provided by VS Group to the customer.

1.2

“Customer Equipment” means any equipment, the property of the customer or rented by the Customer from a third party, connected to the public telephone network and used by the customer in order to use the Service

1.3

“ VS Group” means VS Group Limited.

1.4

“Service Equipment” means any equipment, which is to route calls over the VS Group provided network.

1.5

‘Usage Charges’ means the charges made by VS Group to the customer for the use of the Service.

1.6

‘Rate Scheduler’ means the schedule of charges applicable from time to time in respect of the Usage Charges.

1.7

“Number” means the BT telephone line(s) in respect of the telephone number(s) set out overleaf.

1.8

“Network” means the telephone Network of the principals of VS Group, which provides the direct or indirect access telecommunication service or any other method, which is used to mute calls.

1.9

“Carrier Pre-Selection” means the method of routing calls over the Network, by way of BT transferring calls at the local exchange 1.10 “Supply Period” means the period during which Service is provided pursuant to this agreement, which shall commence on the day that Service is first provided.

Service

2.1

VS Group will procure Service to the customer subject to the terms of this Agreement. VS Group, or its principals, may at any time without notice vary the Service for technical, operational or other reasons within its entire discretion. VS Group will use reasonable endeavours to procure a continuous high quality Service in accordance with the terms and conditions set out herein.

2.2

Title to the Service Equipment shall remain with VS Group whilst such equipment is on the customer’s premises, and at all other times, save as provided by clause 8.4.

Charges and Payment

3.1

VS Group will make Usage Charges for the use of the Service in accordance with its Rate Schedule, appertaining to the relevant discount tariff referred to overleaf, prevailing from time to time which may be varied upon giving ten days’ notice, but subject to the customers right to terminate referred to at clause 8.1 (d).

3.2

Invoices are due for payment by Direct Debit 14 days after invoice date. If an invoice is not paid by Direct Debit 14 days after invoice, than the Usage charges for Service to which that invoice relates, together with all other Usage charges for Service to be invoiced for during the remainder of the Supply Period shall be charged at a deemed rate, approximately equal to British Telecom Standard Rates, including but not limited to British Telecom’s Standard call charges, minimum call charges, line rental charges, and Network Features charges.

3.3

Interest will be charged on unpaid invoices from the due date until payment at a rate of 1.5% per month or part thereof.

3.4

Value Added Tax, or any other levy or tax, at the rate prevailing will be added on to all sums due to VS Group, which are quoted as exclusive of Value Added Tax

3.5

The customer shall not be entitled to delay or without payment or claim any set off against any payment due hereunder in respect of any claim or complaint, which the customer may have for any reason whatsoever. Any payments made by the customer to VS Group may be applied by VS Group as it deems fit.

3.6

VS Group reserves the right to use information provided by the customer to make necessary credit status enquiries. Subject to credit status VS Group may require a non-interest bearing deposit or pre-payment.

3.7

In the event of any action taken by VS Group in relation to any charges due from the customer to VS Group whatsoever, the customer shall reimburse and indemnify VS Group, with and in respect of all expenses relative thereto, including all legal charges and professional fees on a full indemnity basis.

3.8

The actual Usage Charges applicable to each customer shall be determined by the option agreed at the time this Agreement is entered into, subject to clause 3.1.

3.9

Usage Charges shall be invoiced monthly in arrears or Usage Charges shall be pre-paid by way of deposit. Usage Charges may relate back to months prior to the previous month.

Obligations

4.1

VS Group will provide the Service Equipment, arrange Carrier Pre-Selection, programme the Customer Equipment, or make other arrangements necessary to enable Service to be provided.

4.2

The customer undertakes; (a) to use the Service and or the Service Equipment in accordance with the reasonable instructions of VS Group or its principals;

(b)To enable caller line identification on the customer’s line;

(c) Not to, in any way whatsoever, modify or disconnect the Service Equipment;

(d)Not to, in any way whatsoever, cause calls to be made which are not routed over the Network, in respect of the number, save in respect of calls to the exempt numbers, notified to the customer from time to time;

(e) To protect the Service Equipment from any interference and to keep it safe;

(f)To not use the Service in any improper or unlawful manner or in any manner which may cause offence;

(g) To allow VS Group or it’s duly appointed agents access to the customer’s premises for the purposes of installation, programming and maintenance, or for any other reason whatsoever;

(h) Upon termination to remove the Service Equipment, and to return it in good condition to VS Group;

(i) To ensure that the Customer Equipment is in good working order and is maintained by a competent maintainer or service provider approved by VS Group;

(j) To use only BABT approved telephone equipment, all equipment must comply with all relevant legislation relating to its use from time to time;

(k) To pay for all Service provided by VS Group within the time limits and in the manner set out herein and to be responsible for the usage of the Service, whether the use of the Service has been authorised by the customer or not;

(l) That in the event that the Service Equipment becomes damaged by the customer, or by any person on the customer’s premises (save for employees and agents of VS Group), or becomes damaged due to the use of unapproved equipment, to pay Greeencom Europe for any remedial work undertaken at such rate as s reasonable in all the circumstances;

(m) To inform VS Group immediately in writing of any changes in personal details of the customer including change of address, in accordance with clause 9.9;

(n) To provide appropriate space and any necessary electricity supply for the power of the Service Equipment. The customer will not charge VS Group for the space or the electricity consumed by the Service Equipment;

(o) Not to in any way whatsoever modify the programming of the Customer Equipment, where Customer equipment has been programmed with any VS Group or other access codes;

(p) Not to in any way whatsoever, cause calls in respect of the Number to be made, which are not routed over the Network, whether by the use of an auto-dialler programmed to route calls over a different network, or by the use of a manual inputted code, or by any other method whatsoever (save in respect of calls to the exempt numbers, notified to the customer from time to time;

(q) In the case of payment not being made by Direct Debit within 14 days of invoice date, to pay the increased charges in accordance with clause 3.2 above.

Faults

5.1

VS Group will use reasonable endeavours to repair and maintain the Service Equipment.

5.2

If a fault is caused by the customers own equipment, by breach of this Agreement by the customer, or by the customers negligence, VS Group may recover all reasonable costs incurred from the customer.

Suspension of Service

6.1

VS Group shall be entitled to suspend Service in order to maintain or improve its Network or if obliged to do so by virtue of any direction or request from any Government Department, Emergency Service, Regulatory or Administrative Authority or by its principals, or for any other reason whatsoever.

6.2

VS Group will use reasonable endeavours to give the customer notice of such suspension as reasonably practicable.

6.3

VS Group shall be entitled to suspend any part of or all of the Service without notice in the event that any payments are not made within 14 days of invoice date, or are not made by Direct Debit. Such suspension will not affect the customers obligation to pay for the Service during the period of suspension or thereafter, and will not affect VS Group rights to charge a termination fee.

Liability

7.1

Neither party shall be liable to the other for any consequential losses arising from or in connection with the Agreement.

7.2

Neither party’s liability in respect of death or personal injury caused by or arising from the party’s negligence is affected by anything in this Agreement.

7.3

Unless warranties, representations, agreements, terms or conditions, either express or implied, including as to merchantability and fitness for purpose, are expressly set out in this Agreement, then such warranties etc, are expressly excluded.

7.4 In particular, no warranties, representations, agreements, terms or conditions, either express or implied, are given by VS Group as to the quality of Service provided, which is determined by matters, within or outside the control of VS Group.

Termination

8.1

This Agreement will remain in force

(a) for a minimum Supply Period of 60 months, and will continue thereafter until terminated, by the customer giving to VS Group not less than 3 months written notice, to expire on any fifth anniversary of the start of the Supply Period or

(b) until the customer has committed a material breach of this Agreement (including but not limited to non payment of any invoices by Direct Debit within 14 days of the invoice being raised, and none compliance with this agreement due to ceasing to be responsible for the Number e.g. when closing or moving the premises of, the business) or

(c) until the customer has a Receiver, Administrative Receiver, Liquidator or Supervisor of a Voluntary Arrangement appointed over it, or over any part of its undertaking or assets or a resolution is passed for its winding up or if an Administration Order is made or if it enters into a Voluntary Arrangement with its Creditors, or ceases or threatens to cease to carry on business or

(d) until in the event that the average of Usage Charges, appertaining to the relevant discount tariff referred to overleaf is increased in any one calendar year by more than a cumulative total of 10% over the increase in the Retail Price index, and the Customer has given notice to terminate within 14 days of the date of the notice of variation, provided for at clause 3.1

8.2

VS Group may suspend service in circumstances where it could terminate this Agreement or when the customer has failed to pay any amount due or it reasonably believes that the customer will fail to any amount due or to become due and any such suspension will be without prejudice to the right terminate.

8.3

In the event of the Agreement being terminated pursuant to clause 8.1(b) or 8.1 (c) above then the customer shall pay to VS Group a termination fee in the sum equal to the following: an administration fee of £100 plus the total amount that would have been payable in respect of line rental or other select services for the remaining period of the Supply Period, had the Supply Period not been terminated early because of the customers breach or insolvency plus thirty per cent of the customers Estimated Monthly Expenditure, as set out overleaf for each of the remi8maining months of the Supply Period, that would have occurred had the Supply Period not been terminated early because of the customers breach or insolvency. The Customer agrees that the termination fee, as calculated herein represents a fair and reasonable estimate of the losses, costs, and expenses, which VS Group would suffer in the event of the Agreement being terminated pursuant to clause 8.1 (b) or 8.11 (c). 8.4 In the event of the Agreement being terminated and the customer failing to comply with clause 4.2 (h) within 14 days of the date of termination, the customer shall pay to VS Group the sum of £50 for each auto dialler, and each line card, or other item of the Service Equipment that has been installed, and in default upon such payment, the equipment shall become the property of the customer, who shall not longer be under the obligation to return the same.

General

9.1

The customer may not assign or transfer this Agreement or any rights hereunder to any third party, without the prior written consent of VS Group. VS Group may assign or transfer this Agreement or any rights hereunder.

9.2

Neither party shall be liable for breach of its obligations under this Agreement to the extent that such breach is caused by flood, fire, accident, explosion, strike, war, embargo, Government restriction, Act of God, inability to secure materials, industrial dispute or any other cause beyond the parties’ reasonable control including in particular acts or omissions of other providers of telecommunication services.

9.3

The remaining parts of this Agreement shall remain in full force in the event that any part of this Agreement shall be invalid, illegal or unenforceable, as if the unenforceable part had been omitted from the original Agreement.

9.4

All the terms of this Agreement are set out herein. Neither party has relied upon any presentations, assurances or other agreements unless set out herein.

9.5

VS Group may change the terms and conditions of this agreement upon giving 14 days notice

9.6

VS Group may advise the customer that all future changes made under clause 3.1 and or clause 9.5 will be advised on a website upon giving 14 days notice, such notice to include the address of that website.

9.7

No waiver by either party shall constitute any variation to this Agreement.

9.8

Singular words shall be construed as including words of the plural and vice versa.

9.9

Any notices given by the customer under this Agreement shall be made in writing and sent by registered post. Any notices given by VS Group under this Agreement shall be made in writing and sent by post, email or fax. In either event, the address for service shall be the address given overleaf for each party, unless changed; in which case, notice of change shall be given in accordance with the terms of this clause.

9.10

This Agreement shall be governed by and interpreted in accordance with the Laws of England

9.11

Any unresolved dispute, which may arise under, out of or in connection or in relation to this agreement, shall be referred to the exclusive jurisdiction of the County Court.

Equipment Order

10.1

Upon confirmation that an order has been placed, the customer automatically agrees to reimburse VS Telecom for the cancellation fee of 25% of the invoice total value to cover costs.