Multi-Year Service Agreement (3-Year)
1. This agreement is between Call Solution Ltd trading as CSnotepad (“us”, “we” or “our”) whose registered office is Gemini House, 136-140 Old Shoreham Road, Brighton, BN3 7BD and you (“you” or “your”), as an authorised user of our services, and governs the terms and conditions of your use of our services.
2. This agreement contract period is thirty six calendar months, during which time your subscription rate and all associated charges are fixed. In exchange for your thirty six month commitment, customers' paying monthly in advance will receive a 5% discount off of our standard subscription rates and associated charges (excluding VAT), and customers' paying thirty six months in advance will receive a 10% discount.
3. Use of any of our services constitutes acceptance of our terms and conditions. It is your responsibility to familiarise yourself with all of the terms and conditions herein contained.
4. It is hereby agreed that as the holding company of Live Web Chat Ltd you authorise and approve Call Solution Ltd trading as CSnotepad and Live Web Chat Ltd to share freely between them all of your records, data and information (including payment information) in accordance with the provisions set out in clause 35 of this Agreement.
5. We will advise you of the information that we require to fulfil our role to you, and the parameters of our service.
6. Information, data or system access requested by us to enable us to perform our service to you shall be supplied by you within a reasonable timescale, and any information or data supplied by you shall be accurate and sufficient to enable us to perform the services as agreed. Furthermore you agree to maintain full payment for our services in the event of any delay by you in providing, or failing to provide, the necessary information and/or data and/or system access.
7. We reserve the right not to commence work until our agreed sign up process is completed.
8. You must be of at least 18 years of age to use our service.
9. You agree not to use our service for any illegal, immoral, obscene or defamatory purpose. If inappropriate use of our service is suspected, you acknowledge our right to cancel your service without notice and report you to law enforcement and/or other relevant authorities.
10. We cannot be held liable for any costs incurred by you as a result of being party to this agreement.
11. We are dedicated to providing you with a quality service. However in the unlikely event you should have a complaint with regard to CSnotepad please e-mail email@example.com. We will investigate your complaint and notify you within 2 working days of receipt of your e-mail as to the time needed to resolve the complaint.
12. You are charged a monthly fee as well as a charge for each call received on your behalf, at the rate applicable to your call plan, which has been pre agreed via telephone and/or email. You will also be charged for any additional services that you subscribe to, including but not by way of limitation, SMS’ and call patching. You will be liable for all calls that agents receive on your behalf and which you are subsequently invoiced for (duplicate invoices are charged at 1 call credit each). Changes to your account which occur after the initial set up of your service and/or any additional training required is charged at £36 per hour in increments of 1 hour. Minor changes to your service will be charged at a discretionary rate equivalent to the cost of one call credit.
Please note: Patched calls are charged at a flat rate of 15.3p per call. Geographic call minutes are charged at a flat rate of 14.7p per call. A minimum monthly call patching and/or geographic call minute charge of £4.01 + VAT per calendar month applies to all customers who have call patching or a geographic (01/02/07/08) number included as part of their service. A minimum charge of 1 minute per call applies to all customers on our Pay As You Go (PAYG) telephone answering call plan. SMS notifications are charged at a flat rate of 15p per SMS, with a minimum of 1 SMS applied to each call included within a call plan. Customers who opt for an inclusive out of hours voicemail to email service will have 5% of their active monthly call minutes automatically added to their call plan, in order to cover the listening and processing of voicemails.
13. Calls outside of our core hours (our core hours are Monday to Friday 8.30am to 6pm) will go through to a personalised voicemail or our out of hours team. You are charged a call credit for each voicemail that is emailed to you. All calls answered out of hours are chargeable, as are all calls received for customers on discounted or Pay As You Go (PAYG) call plans answered inside or outside of our core hours.
14. We reserve the right to terminate a call if the caller is abusive or proper communication is not possible.
15. We reserve the right to make changes to any telephone number/s provided to a customer as part of their service with us, including but not by way of limitation, cancelling the number and issuing a replacement, and/or changing/transferring ownership of the number to an alternative telecoms provider.
16. Call plans that are billed per call rather than per minute operate a fair usage policy whereby every call answered on your behalf which exceeds 3 minutes (4 minutes 30 seconds if on an order taking script) will be charged an additional call credit per 3-minute increment.
17. We reserve the right to automatically move customers to the most appropriate call plan at the beginning of each month, based on the previous months use, and immediately invoice for any increased cost associated with the new call plan. Customers will be notified via email and/or telephone when this has occurred and have the right to cancel this change at any point during the following 21 days.
18. To use our virtual address service you must provide copies of your: photographic ID, proof of address (for where mail is to be forwarded to) and company registration certificate (if the company is limited).
19. You are charged a monthly subscription as well as a charge for each item of mail forwarded on to you at the rate applicable to your virtual address plan, which has been pre agreed via telephone and/or email. Additional administration work, any changes to your account which occur after the initial set up of your service and/or office visits from 3rd parties, will be charged at £36 per hour in increments of 1 hour.
20. A handling fee of 95p plus postage and VAT will be charged for each standard letter received and forwarded on to you as part of our mail forwarding service. Parcels, recorded delivery items, special delivery items and any other mail we deem as non-standard will incur a handling fee of £1.90 plus postage and VAT per item. Scan to email items are charged at 95p per scanned page. Please note that there is a minimum mail handling charge of £5.70 + VAT per calendar month.
21. Mail received on your behalf and stored for collection will be held for free for the first 30 days. We will charge £7.50 a month plus VAT for all mail still being held after 30 days (up to 30 letters can be held).
22. We cannot be held liable for the loss of any postal item or its contents. Large items and parcels weighing over 5kg may have their contents verified with the recipient for security purposes prior to being released. We reserve the right to insist that valuable items are collected.
23. Mail held for collection may only be collected by persons for whom we have received prior authorisation from the service holder in the form of a clear copy of photographic identification such as passport or driving license. We reserve the right to refuse the request if we have any reasonable concern over the identity of the person collecting the mail.
24. Mail scanned and emailed to you will be destroyed after 10 working days unless you inform us that you would like us to hold it for longer.
25. Payment for all services is to be made via credit or debit card unless agreed otherwise.
26. Valid credit or debit card details must be provided prior to the setup of your service. By supplying credit or debit card details you accept and agree for us to keep a record of these details and authorise us to debit all monies due and/or outstanding monies owed by you to us via the credit/debit card.
27. You must ensure that your payment and contact details are valid, accurate and kept up to date at all times.
28. Credit terms are offered at our discretion. In order to be eligible for credit terms, you will be required to supply two trade references and a bank reference.
29. Deposit monies may be requested at our discretion for any services we provide. Any deposit monies held on account will be refunded on request once your service with us has ceased. Deposit monies not claimed within six months of your contract termination date are non-refundable and will be forfeited.
30. Failed transactions (or other payments not received within invoice terms) will incur an administration fee of £14 per invoice per month. In addition to this, one call charge (billed at your standard plan rate) will be applied for any late manually processed payment, and each outstanding payment reminder call made to you or email sent to you.
31. All late payments will be subject to a usury rate of 5%, applied on a daily basis. All costs of recovery will be paid for by you, including the administrative costs of recovery. We reserve the right to charge administration fees for recovery of all late/outstanding payments.
32. If you fail to make any payment on the date due then we shall be entitled, without prejudice and without liability, to cancel or suspend your service, the contract and/or withhold any data, property and information we have in our possession without notice. A suspended service due to non payment is charged as per an active service.
33. All our prices are subject to Value Added Tax (VAT).
34. You are wholly responsible for providing us with data that is compliant of any legislation and take full responsibility for data compliance. Any data you provide us with you agree for us to hold in line with the terms of this agreement.
35. We will not hold your data any longer than necessary. Your caller data (beyond caller ID) will be deleted within 13 months. Following closure of your account any mail held electronically and all your account data, excluding your contact details (unless you ask us to remove them) will be deleted within 13 months (you do have the right to request this to be reduced to 10 working days providing you are not in arrears), note invoices issued to you are held for up to 7 years and signed contracts will always be retained for 13 months. If you have used our virtual address service then due to anti-money laundering legislation, your copy of ID, proof of address and signed contract must be held for a minimum of 5 years but will not be held for longer than a maximum of 6 years.
36. Once you have given notice to close your account, any mail stored for collection which is not collected by your account closure date will be securely destroyed at a fixed cost to you of £30.
37. We do not record inbound calls unless you have requested for us to do so. Where such a request has been received we do not guarantee that all calls will be successfully recorded, due in part to circumstances beyond our reasonable control, and a recorded message advising the caller that calls are recorded will be played prior to the call being answered. Upon hearing this message the caller will have the right to request that the call is not to be recorded. All call recordings are held for a maximum of 6 months. We do not record any outbound calls.
38. Customer’s using our mail scan to email services will have all mail received by us stored electronically for a minimum of 6 months. Any scanned copies of mail stored by us will automatically be destroyed 9 months from receipt.
39. We may share your information when required by law or in the prevention or detection of crime.
40. We reserve the right to proactively contact customers’ callers in instances where they have expressed a verbal or written interest in our service/s to a member of our staff.
41. You have the right at any time to see the information we hold on you. Requests must be via email to firstname.lastname@example.org and a copy of all the information held will be sent to you within 5 working days of your request.
43. Subject, as expressly provided in these conditions, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. We shall not accept liability for consequential loss, and we shall not be liable to you for any act or omission or for any breach of the contract if such due to any cause beyond our reasonable control. We do not pay compensation.
44. Whilst every reasonable effort is made to ensure that staffing requirements match your call volumes, we cannot offer any guarantees on staffing levels and associated call answer times.
45. We accept no liability whatsoever for the content of any verbal communication on behalf of you although we will always endeavour to represent your organisation in a professional and courteous manner.
46. We agree to provide you with a telephone answering service (when purchased) where all reasonable efforts will be made to ensure that accurate data is recorded and your customers' requirements are fulfilled. We also agree to provide you with a postal address (when purchased) to which your mail can be sent. We will subsequently forward mail to you within 1 working day by first class post or where the method of receipt is more expeditious mail will be dispatched by a service of equal effect.
47. When required we will use third parties to provide or assist with providing some elements of your service and where necessary we may have to share some of your information with them to fulfil this. Whilst we aim to work closely with any third parties to ensure and maintain satisfactory levels of both performance and protection of your data, we cannot be held liable in any way for the level of service provided by these parties or for any legal compliance of data protection regarding the information held by them.
48. We cannot accept any liability for any third party transaction on behalf of you. Any disputes must be taken up with the third party. You shall absolve us of any responsibility for any cost, claims, liabilities and expenses suffered or incurred by you as a result of this business relationship.
49. Whilst we have stringent quality control procedures in place, we work within a normal tolerance level for errors of 5%. This applies to all aspects of the business including IT, systems, human error etc. If we fail to deliver the service for any reason other than any cause beyond our reasonable control over and above the tolerance level, our liability (if any) shall be limited to a refund on monies paid in advance for the job or service.
50. The contract period is thirty six calendar months unless otherwise agreed.
51. You cannot downgrade, suspend or terminate your service or call plan within your contract period.
52. Notice to terminate your service or transfer to our standard terms must be received at least one calendar month before recurrence of this agreement. If you are terminating your service then a final invoice will be issued on the last day of service. Should you have any outstanding invoices which are unpaid in part or in full, or you continue to use the services provided by us after the termination date, then your subscription will be re-instated and you will be charged at the same rate/s as before the termination date.
53. Subscriptions are non-refundable. Monthly subscriptions recur on the first day of each calendar month. Multi-year subscriptions recur on the first day of the month of the anniversary of the agreement (we do not provide a reminder of recurrence).
54. We shall, without prejudice, be entitled to amend/terminate your contract or service without liability by notice given at any time.
55. If there is any query or dispute with any invoice, this must be raised within 28 days of the date of invoice in writing, otherwise the invoice will be deemed to be accepted by you and there will be no further redress whatsoever.
56. Written notice in the form of email is required to terminate your service. A reason for the cancellation must accompany your termination notice and written notice via email is effective from the date of acknowledgement by us which will typically be within 24 hours. You must contact us to confirm receipt of your termination notice if no acknowledgement has been received within 24 hours.
57. Fees will continue to be invoiced and due for payment until the termination notice is received in the format stated in these terms and conditions and the notice period has expired.
58. This agreement is construed in accordance with the laws of England and Wales. I hereby confirm and agree to all of the terms and conditions contained within this agreement:
May 28, 2022
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Signed by Call Solution Ltd (CSnotepad)
Signed On: May 5, 2022
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Document Name: Multi-Year Service Agreement (3-Year)
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