1.1 In these Terms:
“Commencement Date” means the date upon which FORESEE starts to provide services to the Customer pursuant to an agreement and the Contract becomes legally binding.
“ FORESEE” means Foresee Fixed Line Ltd registered in England & Wales under company number 08360229 and registered office address at Inform, Wrens Court, 46 South Parade, Sutton Coldfield, West Midlands, B72 1QY.
“ FORESEE’s Equipment” means such equipment owned or used by FORESEE as is necessary to provide the Services.
“FORESEE’s Network” means the telecommunications system operated and maintained by FORESEE;
“Contract” means the contract for the Services to which these Terms are attached;
“Customer” means the person, firm or company set out in the Contract;
“Equipment” means the equipment or goods as set out in the Order;
“Equipment Price” means the price for the Equipment set out in the Order;
“Fixed Line Service” means the supply by FORESEE of such of
FORESEE’s Equipment and related services to enable the Customer to make or receive a telephone call using one or more of an access code, calling line identity, dedicated leased line and a third party’s exchange lines to route selected telephone calls over and via FORESEE’s Network;
“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control;
“Free-phone Service” means the supply by FORESEE of such services to enable the Customer to receive a telephone call from a third party at no expense to the third party;
“Order” means the Customer’s order for the Services;
“Services” means the Fixed Line, Free-phone, IP, Broadband and Mobile Service;
“Service Tariff” means the tariff detailing the individual telephone call charges (exclusive of VAT) and monthly line rental (if any) payable by the Customer to FORESEE set out in the Contract or as notified by FORESEE to the Customer from time to time;
“Terms” means the terms and conditions for the Services set out in this document between FORESEE and the Customer.
1.2 Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 A reference to writing or written includes faxes and emails.
1.5 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.6 These Terms govern the supply of Services by FORESEE to the Customer to the exclusion of all other terms that the Customer may rely on.
2. Commencement and Duration
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these terms. The Customer is responsible for ensuring that the Order is complete and accurate.
2.2 The Order shall only be deemed to be accepted when FORESEE issues a written acceptance of the Order, at which point the Contract shall come into existence (Commencement Date).
2.3 A quotation for the Equipment or Services given by FORESEE shall not constitute an offer. A quotation shall only be valid for a period of 28 business days from its date of issue
2.4 Any descriptions or advertising produced by the FORESEE and any descriptions or illustrations contained in FORESEE’s catalogues, brochures or website shall not form part of the Contract nor have any contractual force.
2.5 Subject to the prior termination of the Contract in accordance with these Terms and unless otherwise agreed by FORESEE in writing FORESEE shall supply the Services for a minimum of 24 months unless otherwise specified in the Order.
2.6 Use of the Services where the Order has not been signed by the Customer no Order exists will constitute acceptance of these terms and conditions and the service supply shall be subject to a two year minimum contracted period from Commencement Date unless otherwise specified in writing by FORESEE.
3. Supply of Services
3.1 FORESEE warrants to the Customer that the Services will be performed with reasonable skill and care (and in compliance with applicable OFCOM requirements).
3.2 Subject always to clauses 7.4 and 11.1, FORESEE shall use its reasonable endeavours to provide the Service to the Customer from or before the date notified to the Customer for the commencement and correct any faults in the Services as soon as reasonably possible following notification by the Customer, and time will not be of the essence of the Contract.
3.3 The Customer warrants that (if applicable) the Customer’s existing telecommunications equipment (if any) is in proper working order and complies with all applicable standards and approvals so as to enable FORESEE to supply and continue to supply the Services.
3.4 The Customer shall provide all reasonable assistance to FORESEE (including access to all locations at which the Company’s Equipment is situated or is to be situated) so as to enable FORESEE to supply and continue to supply the Services.
3.5 The Customer shall not sell or transfer or attempt to sell or transfer any telephone number provided to the Customer by FORESEE for use with the Services which numbers shall remain the property of FORESEE.
3.6 The Customer shall not use the Services for any improper or unlawful purposes (including without limitation offensive, indecent, menacing, nuisance or hoax telephone calls) nor allow others to do so.
3.7 FORESEE will not be liable for any cancellation fees or other contractual charges raised by any previous supplier to the Customer.
3.8 FORESEE cannot guarantee the accuracy of any information given by its representatives, agents, subcontractors, or network providers, to the customer either verbally or in writing or invoice.
3.9 All proposals and quotes are subject to reasonable additional charges made necessary upon final inspection and installation should additional Equipment or time be required to complete the installation.
4. Fixed Line Services
4.1 FORESEE shall place such of FORESEE’s Equipment in the Customer’s premises (or in such other location as may be nominated by the Customer) as may be necessary in order to provide the Fixed Line, IP or Broadband Services. The Customer confirms at all times that it has all necessary permissions, authority and consent to authorise the placement of such Equipment.
4.2 In the event that the Customer’s existing telecommunications equipment has least cost routing software, FORESEE may reprogram such existing telecommunications equipment in order to facilitate connection to FORESEE’s Network.
4.3 In the event that the Customer’s existing telecommunications equipment does not have least cost routing software, FORESEE may supply such equipment as is necessary in order to facilitate connection to FORESEE’s Network.
4.4 The Customer shall provide a suitable place and conditions for FORESEE’s Equipment (including a continuous mains electricity supply and connection points at the Customers own expense where FORESEE’s Equipment requires such services) at the Customer’s premises or in such other location as may be nominated by the Customer so as to enable FORESEE to supply and continue to supply the Fixed Line Service (without cost to FORESEE) and shall prepare such premises or location at its own expense in accordance with FORESEE’s reasonable instructions.
4.5 The cost of calls to 0844, 0845, 0870, 0871, 03 and similar numbers are considerably higher than to 01, 02 and numbers.
5. Free-phone Service
5.1 FORESEE grants a non-exclusive revocable licence to the Customer to use the free-phone numbers.
5.2 The Customer acknowledges that ownership in the free-phone number(s) allocated and licensed to it by FORESEE shall not pass to the Customer and the Customer shall have no right to use such free-phone numbers upon termination of the Free-phone Service.
5.3 FORESEE reserves the right upon giving to the Customer not less than one month’s written notice to alter (without incurring any liability) the free-phone number(s) allocated to the Customer by FORESEE.
5.4 The Customer shall promptly inform FORESEE of any event which is likely to substantially affect the number of calls to the free-phone number(s) allocated to it by FORESEE so as to enable FORESEE to devote appropriate telecommunications capacity to such free-phone number(s). FORESEE will not be liable for any failure or service interruption arising by reason of the Customer failing to so inform FORESEE.
6. SIM only mobile
6.1 Where the Customer receives a SIM only mobile connection as part of the Services it may it may purchase additional bolt on services by providing a request no less than 30 days before the bolt on is required.
6.2 The bolt on options shall be as notified by the Supplier to the Customer from time to time.
6.3 The Customer’s purchase of bolt on services shall be subject to the charges set out in clause 14, as applicable.
7.1 FORESEE shall sell and the Customer shall purchase the Equipment in accordance with the Contract.
7.2 FORESEE may agree to assist the Customer with an application to a third party to obtain finance for the Equipment Price. However, FORESEE shall not be liable for any failure by the Customer to obtain such finance. In the event that finance is obtained as a result of which the Equipment Price is to be paid by, and title in the Equipment is to pass to third party financier, the Customer shall not be responsible for payment of the Equipment Price pursuant to clause 8.1 but shall nevertheless comply in all other respects with the Terms.
7.3 The Customer shall at its own expense arrange the installation of or connection to any equipment required to be installed any network operator in order to facilitate the operation of the Equipment.
7.4 The Customer acknowledges that FORESEE does not manufacture the Equipment. Consequently, the Customer shall only be entitled to the benefit of any warranty or guarantee in relation to the Equipment as is given to FORESEE by the manufacturer of such Equipment (where applicable).
7.5 If any Equipment is defective in material or workmanship then the Customer shall return the Equipment to FORESEE who shall liaise directly with the manufacturer in relation to the manufacturer’s warranty. FORESEE accepts no responsibility for the manufacturer’s assessment of the Equipment and in circumstances where the manufacturer concludes that the defective Equipment does not come within the scope of the warranty, the manufacturer’s decision is final.
7.6 All descriptive information given by FORESEE relating to the Equipment (including but without limit specifications, technical data, performance criteria, storage information) is given in good faith but for guidance only and shall not be regarded as a representation as to the method of use or function of the Equipment.
7.7 It shall be the Customer’s responsibility to ensure that the Equipment is suitable for its intended purpose. Any knowledge that FORESEE has of the Customer’s intended purpose shall not, unless otherwise agreed in writing, imply any warranty that the Equipment is suitable for that purpose.
7.8 FORESEE does not hold stock of any Equipment. Any Equipment supplied to the Customer is obtained especially for that Customer. Should FORESEE agree to take back any item for any reason other the item being faulty, a restocking fee of 20% of the original purchase price will be levied.
7.9 Any claim by the Customer which is based on any defect in the quality or condition of the Equipment or their failure to correspond with any agreed specification shall (whether or not delivery is refused by the Customer) be notified to FORESEE within 7 days from the date of delivery or of the date FORESEE tendered delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify FORESEE accordingly, the Customer shall not be entitled to reject the Equipment and save as expressly provided in these Terms FORESEE shall have no liability for such defect or failure, and the Customer shall be bound to pay the Equipment Price.
8.1 Unless otherwise agreed by FORESEE in writing, the Customer shall pay the Equipment Price upon delivery and/ or installation (as the case may be) of the Equipment.
8.2 Unless otherwise agreed by FORESEE in writing, the Customer shall pay the Service Tariff (in respect of all Services provided by FORESEE) by either direct debit, BACs or by cheque within 14 days of the date of FORESEE’s monthly invoice (which shall be deemed to be accepted by the Customer unless the Customer indicates that the invoice is disputed (and provides evidence to support this) within 14 days of the date of FORESEE’s invoice.
8.3 Unless otherwise agreed by FORESEE in writing, the Customer shall pay FORESEE’s standard call out/repair charges (as notified to the Customer from time to time) if the Customer reports a fault in the Services and FORESEE discovers that there is not a fault or that the Customer or a third party has caused the fault.
8.4 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to FORESEE, FORESEE may charge the Customer interest on the outstanding sum at the rate of 6% per annum on the amount outstanding, until payment in full is made together with FORESEE’s costs of recovering any amount unpaid (including legal costs, court fees and bank charges). Please note all accounts beyond our credit terms may be passed to our collection agency.
Should this action take place a surcharge of 6% plus VAT will be added to cover our costs of recovery in addition to the aforementioned fees and charges.
9. Risk and Ownership
9.1 Unless otherwise agreed by FORESEE in writing, risk of damage to or loss of the Equipment shall pass to the Customer on delivery and/or installation (as the case may be) in accordance with the Contract.
9.2 Unless otherwise agreed by FORESEE in writing and subject to clause 7.2, ownership of the Equipment shall only pass to the Customer once FORESEE has received payment in full of the entire Equipment Price.
9.3 Until such time as title in the Equipment passes to the Customer, the Customer shall hold the Equipment as FORESEE’s fiduciary agent and bailee, and shall keep it separate from that of the Customer and third parties and properly stored, protected and insured and identified as FORESEE’s property.
9.4 Until such time as the title in the Equipment passes to the Customer (and provided the Equipment is still in existence and has not been resold), FORESEE shall be entitled at any time to require the Customer to deliver up the Equipment to FORESEE and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment is stored and repossess the Equipment.
9.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remain FORESEE’s property, but if the Customer does so all moneys owing by the Customer to FORESEE shall (without limiting any other right or remedy of the Company) forthwith become due and payable.
9.6 Unless otherwise agreed by FORESEE in writing, the property in FORESEE’s Equipment shall remain with FORESEE notwithstanding the delivery and/or installation (as the case may be) of FORESEE’s Equipment at the Customer’s premises or in such other location nominated by the Customer. The Customer agrees to indemnify FORESEE for all costs, claims or expenses incurred by FORESEE as a result of damage to or loss of FORESEE’s Equipment whilst such equipment is situate at the Customer’s premises or in such other location nominated by the Customer.
10. Indemnity and Limitation of Liability
10.1 The Customer shall indemnify FORESEE in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by FORESEE as a result of or in connection with the Customer’s breach of Contract.
10.2 Except in respect of death or personal injury caused by FORESEE’s fraud or misrepresentation FORESEE shall not be liable to the Customer by reason of any representation (unless fraudulent), whether in contract, tort including negligence, breach of contract or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever.
10.3 Liability for loss or damage of any kind whatsoever (however such liability arises and whether in contract, tort, for breach of statutory duty or otherwise) under of in connection with this agreement shall in no circumstances exceed the sum equal to the total fees paid by the Customer to FORESEE in respect of the Equipment or Services during the six month period prior to the claim arising.
10.4 Time shall not be of the essence in respect of FORESEE’s obligations under the Contract and FORESEE shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing. FORESEE shall not be liable for any failure to perform, any of its obligations in relation to the Services, if the delay or failure is due to a Force Majeure Event.
10.5 The Customer shall be responsible for ensuring that the Equipment placed at the Customer’s site is fully protected against access by any third party and shall have sole responsibility to ensure that it is satisfied with the levels of security incorporated into the equipment and system. The Customer agrees that any charges incurred on the Customer’s account by any third party will be the responsibility of the Customer and will be payable by the Customer.
10.6 FORESEE takes reasonable precautions to ensure that software, portals and other programmes installed by it do not contain viruses, corrupt files or other matters likely to cause or allow damage to be caused to the Customers electronic and IT systems. It is the responsibility of the Customer however to satisfy itself through its own diligence (where appropriate including the engagement of third party contractors) as to the compatibility, security and sterility of the installations made by FORESEE and FORESEE excludes to the full extent allowed by law its liability for losses so arising.
11. Suspension and Termination
11.1 FORESEE may suspend any or all Services immediately if;
(i) FORESEE has reasonable grounds for believing that the Equipment is used or may be used in an unauthorised or illegal manner; or
(ii) the Customer is in breach of any of the terms of the Contract; or
(iii) the Customer notifies FORESEE that the Equipment is lost or stolen; or
(iv) the network to which the Customer is connected fails or is being tested, modified or maintained; or
(v) the Customer fails to pay to FORESEE any charges when they become due; or
(vi) the Customer incurs unbilled telephone call charges in excess of those anticipated by FORESEE (and notified to the Customer from time to time) or as otherwise agreed with the Customer.
11.2 In the event that FORESEE suspends the Services pursuant to clause 11.1:
11.2.1 FORESEE will not provide the applicable Services again until the Customer takes such action as may in FORESEE’s reasonable opinion be required; and
11.2.2 The Customer shall continue to be responsible for FORESEE’s charges in accordance with clause 8 unless FORESEE ends the Contract by giving notice in accordance with clause 11.3 or the Customer ends the Contract by giving notice in accordance with clause 11.4; 11.2.3 the Customer shall be responsible for the payment of a disconnection fee or £30 plus VAT for each line which is disconnected; and where the line is subsequently reconnected a reconnection fee of £30 plus VAT for each line which is reconnected.
11.3 FORESEE may terminate the Contract in respect of all or part only of the Services without liability to the Customer by giving notice to the Customer at any time if:
11.3.1 The Customer commits any breach of the Contract and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of written notice from FORESEE giving particulars of the breach and requiring it to be so remedied; or
11.3.2 The Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or any other insolvency process; or
11.3.3 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
11.3.4 The Customer ceases, or threatens to cease, to carry on business or substantially changes the nature of its business; or
11.3.5 FORESEE reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
11.4 The Customer may terminate the Contract
(i) in respect of all or part only of the applicable Services prior to the expiry of the applicable period referred to in clause 2 upon giving written notice in the event that FORESEE breaches the Contract (and such breach is not rectified within 14 days of the Customer’s notification to FORESEE of the Company’s breach) or if FORESEE fails to provide the applicable Service for 14 or more consecutive days; or
(ii) if the customer supplies month end plus 30 Day’s notice in writing sent to FORESEE’s registered office via recorded delivery at the end of the contract period.
If the Customer is cancelling during the contract period or leaves during its notice period, then the Customer will be liable for the following charges.
· Broadband: £100.00 per connection and the amount equivalent to the average charges invoiced to the Customer each month for the remainder of the contract period. (Rental Charges)
· CPS £100.00 per provision and the amount equivalent to the average charges invoiced to the Customer each month for the remainder of the contract period.
· WLR £100.00 per line/circuit and the amount equivalent to the average charges invoiced to the Customer each month for the remainder of the contract period. (Rental Charges)
· IP Telephony and Virtual numbers £100.00 per line/number and the amount equivalent to the average charges invoiced to the Customer each month for the remainder of the contract period. (Rental Charges).
11.5 The Customer shall pay all charges pursuant to clause 10.4 (ii) no later than 7 days before the expiry of the 30 day notice period.
11.6 Should notice not be activated by the Customer within two months of receipt by FORESEE, it will be deemed that the Customer does not wish to move and will enter a new 12 month contract period.
11.7 FORESEE reserves the right to cancel any request to move services away from FORESEE should the move prove to be contrary to the contract terms.
12. Consequences of Termination
In the event that the Contract is terminated in accordance with clause 11:
12.1 The Customer will permit the removal of any of FORESEE’s Equipment from the Customer’s premises or such other location notified to FORESEE by the Customer;
12.2 The Customer will be responsible for all outstanding charges for the remainder of the period detailed in the Contract (if applicable);
12.3 If the Fixed Line, mobile, IP or Broadband Service is terminated by reason of the Customer’s breach of the Contract, FORESEE reserves the right to charge the Customer for its reasonable costs in respect of the installation of FORESEE’s Equipment;
12.4 The Customer’s licence to use the free-phone numbers shall cease immediately; and
12.5 The Customer will be responsible for any charges incurred by FORESEE as a result of termination of the Contract or porting (transferring) the service to another provider.
13.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 These Terms shall apply to the Contract to the exclusion of any other terms referred to by the Customer.
13.3 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
13.4 No variation to the Contract or these Terms shall be binding unless agreed in writing by a director or authorised representative of FORESEE.
13.5 The Contract is personal to the Customer and the Customer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without FORESEE’s prior written consent. FORESEE may assign or transfer any of its rights or sub-contract any of its obligations under the Contract at any time.
13.6 A notice required or permitted to be given by the Customer to FORESEE under these Terms shall be in writing addressed to the address set out in FORESEE’s last invoice to the Customer. A notice required or permitted to be given by FORESEE to the Customer under these Terms shall be in writing addressed to the address to which FORESEE’s last invoice to the Customer was sent. All such notices shall be served in writing by registered or recorded delivery post or delivered by hand.
13.7 FORESEE may register information about the Customer with a licensed credit reference agency. This information may be used to make credit decisions by FORESEE and third parties. The information may also be used to prevent fraud and to trace debtors.
13.8 FORESEE may monitor and record telephone calls made to it by the Customer for training purposes.
13.9 No waiver by FORESEE of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.10 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
13.11 The Contract shall be governed by the laws of England and Wales, and the Customer agrees to submit to the exclusive jurisdiction of the courts of England and Wales. .
13.12 A person who is not a party to the Contract has no rights 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.
13.13 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
14. Table of Charges
FORESEE reserves the right to place additional charges on to the Customer’s account, in addition to those already listed in previous paragraphs.
For the avoidance of doubt concerning additional charges, a table is listed below with relevant charges. Some of these include charges already mentioned but also includes charges not already mentioned.
Billing by Paper £ 3.50 per month
Non Direct Debit Payment £ 3.50 per month
Returned Payment Fee (Non Direct Debit) £20.00 per instance
Failed Direct Debit Collection £10.00 per instance
Contract Termination Fee £40.00 per contract
Re-connection Fee (after non-payment) £30.00 per instance
Call bar (for non-payment) £7.50 per instance
Broadband cessation fee £35.00 per connection
Standard Parcel Postage £9.50 per item
SIM Swap £45.00 per instance
Pac Code £45.00 per number
15. Complaint Handling
We make every effort to ensure that Customers are happy with the level of service and products that we provide. Sometimes though, things can go wrong. In the event of dissatisfaction with any aspects of our service, products or faults, please telephone our Customer services on 01656 333000 and we will make every effort to resolve the problem while you are on the line. If this is not possible, we will agree a course of action with you. You may also send your complaint to us in writing at:
46 South Parade,
B72 1QY. Or via email to email@example.com
If your complaint is not resolved to your satisfaction after this procedure, you may take it further within our company to our General Manger and ultimately to our Director.
If we cannot resolve the problem, we will write to you to say so. If you remain unhappy and wish to pursue your complaint further, you may wish to refer to Ofcom.
Ofcom, Riverside House, 2A Southwark Bridge Road, London, SE1 9HA Tel 0208 7981 3000
Terms and Conditions / Foresee Fixed Line Ltd Page PAGE 2 of 3
Foresee Fixed Line Ltd Terms and Conditions