Terms and conditions
IF THESE TERMS AND CONDITIONS ARE TOO SMALL FOR YOU TO READ
COMFORTABLY PLEASE CALL CUSTOMER SERVICE ON 0845 652 0450 AND WE WILL
SEND YOU A LARGER PRINT VERSION. OUR CURRENT TERMS AND CONDITIONS
ARE ALWAYS AVAILABLE ON THE ITC WEBSITE www.clickitc.co.uk
LLU service (local loop unbundling)- for terms and conditions relating to this service
please refer to our website www.clickitc.co.uk/LLU
1. Definitions
In this agreement:
“Act” means the Telecommunications Act 2003 and any amendments to the Act from
time to time or any subsequent
substitution thereof. ”Airtime Service Provider” means a third party supplying airtime services to the
Customer.
“ITC” means Apnacom Ltd also trading as ITC whose registered office is at
548 Manchester Road, Bradford, West Yorkshire, BD5 7LR (registered number
5790317)
“Direct Debit” means any request(s) for any payment or series of payments by bank
direct debit payment method.
“Customer” means the customer detailed overleaf.
“Equipment” means any equipment or product (including for the avoidance of doubt
mobile telephones) supplied by ITC or any third party on behalf of ITC to the
Customer.
“Minimum Term” means the period of 12 months from the Commencement Date or
such other period as is prescribed for the relevant service or as is otherwise detailed
overleaf.
”Mobile Services” means the provision of services in relation to mobile telephony “Services” means the provision of telecom services and/or Equipment and/or Mobile
Services and/or fraud monitor.
2. The Services and Equipment
2.1 Save as provided in these terms and conditions ITC shall provide the Customer
with such Services and Equipment as are requested by the Customer and any use of
the Services or payment for the Services is deemed acceptance of these terms and
conditions . In respect of fraud monitor and LLU service the additional terms and
conditions set out on our website shall be deemed to be incorporated herein. ITC
shall only become liable to supply Services to the Customer once satisfactory
responses to credit checks and criminal bureau checks have been received by ITC
and (where appropriate) any airtime service provider.
2.2 The Customer shall be responsible for the safe keeping and safe and proper use
of the Services and any related Equipment after installation of the Services and the
Customer undertakes in particular:
2.2.1 not to cause any attachments other than those approved for connection under
the Act to be connected to any Equipment.
2.2.2 not to contravene the Act or any other relevant regulations or licences.
2.3 The Customer hereby agrees that its apparatus shall at all times conform to the
standard or standards (if any) for the time being designated under the Act and ITC shall not be under any obligation to connect or keep connected any Customer
apparatus if it does not comply or if in the reasonable opinion of ITC it is likely to
cause death, personal injury, damage or to impair the quality of any Services
provided by ITC.
2.4 The Customer undertakes to use the Services in accordance with the Act and
ITC’s acceptable use policy and fair usage policy (as published from time to time
at www.clickitc.co.uk) and the Customer further undertakes not to use the
Services and to procure that none of its employees use the Services:
2.4.1 as a means of communication for a purpose other than that for which the
Services are provided, and
2.4.2 for the transmission or receipt of any material which is defamatory offensive or
of an abusive or menacing character or otherwise is in breach of ITC’s acceptable
use policy.
2.5 Any Equipment supplied by ITC remains the property of ITC and must be
made available for collection on the expiry or termination of this agreement.
2.6 The Customer will not procure or be party to an agreement or arrangement to
provide or receive telecommunications material, Services or services similar to the
Services by way of telecommunication provision via the Equipment without the
permission of ITC in writing and the prior payment in full for the Equipment. For
the avoidance of doubt the use and/or provision of services using the Equipment
and/or Services which may be deemed by the airtime services provider as a gateway
is a material breach of this agreement.
2.7 The Customer shall not publicise any number in any way or commit to any advertising or publicity until such time as it has received from ITC in writing confirmation that the number is ready for service. . ITC will use reasonable endeavours to provide you with the Services by the dates agreed with you and to continue to provide the services until this agreement is terminated.ITC will not be liable for any loss or damage should the Service not commence or restart on the agreed date. Where ITC is supplying network services as part of the Services the Customer must provide to ITC details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. ITC will provide network Services through such party as it deems appropriate.
2.8 The Customer shall give ITC at least 30 days written notice in the event that
above average use of the Services is likely to occur. ITC shall not be liable for
failure/withdrawal of any part of the Services should such notice not be given.
2.9 ITC’s acceptable use policy and fair usage policy form part of this agreement
and includes any restrictions imposed on ITC by the provider to it of the Services
and/or Equipment and is designed to protect the level and quality of the services
that ITC offers to all of its customers and permits ITC to regulate the
Customer’s use of the Services.
2.10 The Customer hereby specifically authorises ITC to send/resend CPS during
the continuance of this agreement, and hereby waives ITC’s obligation to notify it
of the same being done. If the Customer wishes to receive such notification then it
must so inform ITC in writing.
2.11 Where ITC provides software to the Customer as part of the Services and/or
Equipment ITC hereby licences the software to the Customer solely for the use of
the same by the Customer in connection with the Services and/or Equipment. This
licence automatically terminates on termination of this agreement. ITC does not
warrant that the software will be error–free and the Customer hereby agrees to
make proper back-ups of all data.
3. Term
3.1 This agreement shall commence on the date hereof and subject to the remaining
terms of this Clause 3 shall continue for the Minimum Term and thereafter for further
periods each equivalent to the Minimum Term until terminated by either party giving
to the other not less than 30 days prior written notice but not greater than 60 days
prior written notice expiring at the end of the Minimum Term or at the end of any
subsequent period as appropriate, such notice to be sent by recorded delivery mail
effective on the date the notice is received by ITC.
3.2 Either party shall be entitled forthwith to terminate this agreement by giving
written notice to the other if:
3.2.1 the other commits a continuing or material breach of this agreement and, if the
breach is capable of remedy, fails to remedy it within 14 days after receipt of a
written notice giving full particulars of the breach and requiring it to be remedied; or
3.2.2 an administrator takes possession or a receiver is appointed over any of the
property or assets of the other party, the other party makes any voluntary
arrangement with its creditors or becomes subject to an administration order, the
other party becomes bankrupt or goes into liquidation (except for the purposes of an
amalgamation, reconstruction or other reorganisation and so that the company
resulting from the reorganisation effectively agrees to be bound by or to assume the
obligations imposed on the other party under this agreement); or
3.2.3 the other party ceases, or threatens to cease, to carry on business.
3.3 ITC may terminate this agreement immediately if:
3.3.1 any licence or agreement under which ITC or the Customer has the right to
run its telecommunications system and in the case of the Customer connect it to the
ITC system is revoked, amended or otherwise ceases to be valid; or
3.3.2 the Customer is suspected, in the reasonable opinion of ITC, of involvement
with fraud or attempted fraud in connection with use of the Services or this
Agreement; or
3.3.3 ITC reasonably suspects that the Customer is unable to pay or is refusing to
pay ITC charges and/or budget plan payments.
3.4 For the purpose of clause 3.2, a breach shall be considered capable of remedy if
the party in breach can comply with the provision in question in all respects other
than as to the time of performance (provided that time of performance is not of the
essence).
3.5 A waiver by either party of a breach of a provision of this agreement shall not be
considered as a waiver of a subsequent breach of the same or another provision.
3.6 If the Customer gives less than the specified amount of written notice to
terminate this agreement (as per Clause 3.1) or ceases to use the Services or a part
thereof (including reduced usage) or attempts to terminate this Agreement prior to
the expiry of the Minimum Term or any subsequent period equivalent to the
Minimum Term or fails to achieve any minimum call spend as set out overleaf, ITC
reserves the right to invoice the Customer for the loss it suffers, which includes loss
of revenue for the short notice given for the balance of the Minimum Term based
upon an average of 6 calendar months bills of the Customer in which periods the
Customer has made full use of the Services (or such lesser period as is available).
Upon termination ITC shall be entitled to raise invoices for all sums due and all
invoices (whenever raised) shall become due for payment immediately.
3.7 In the event of termination by either party for any reason:
3.7.1 ITC shall be entitled to recover from the Customer the Equipment or cost
thereof as appropriate, including where appropriate, but not limited to the cost of
installing or removing the Equipment, all liabilities, claims, costs , losses and
expenses incurred by ITC including the initial CPS and engineering costs and of
providing the Services and all losses suffered by ITC by way of third party clawback
where such claw-back is due to the breach by the Customer of this agreement
or the third party agreement;
3.7.2 and until such time as the Customer has transferred to a new provider, ITC
shall be entitled to amend its charges to its the standard published usage charges.
3.8 The rights to terminate this agreement given by this clause shall not prejudice
any other right or remedy of either party in respect of the breach concerned (if any)
or any other breach. Continued use of the Services post termination will result in
ITC levying its standard published usage charges for all Services used, which
charges the Customer shall pay immediately upon demand.
4. Access to premises
4.1 To enable ITC to comply with its obligations under the Agreement:
4.1.1 the Customer shall allow or procure permission for ITC and any other
person(s) authorised by ITC to have reasonable access to the Customer’s premises
and the Services’ connection points or, where network connection services form part
of the Services, such location on the Customer’s premises and/or any eighbouring
premises as ITC reasonably requires and shall at all times provide such reasonable
assistance as ITC requests.
4.1.2 ITC will endeavour to carry out work by appointment and during normal
working hours, but may request the Customer to provide access at other times. If at
the request of the Customer ITC carries out work outside its normal working hours
the Customer will be responsible for ITC’s reasonable additional charges.
4.1.3 the Customer shall carry out such site preparations as ITC may reasonably
require.
4.2 If the Customer requests maintenance or repair work which is found to be
unnecessary or results from an act or omission of the Customer, ITC will charge
for the work and the costs incurred.
4.3 The Customer hereby duly authorises ITC,its dealers and agents to reprogram
and or remove existing access equipment in order to provide the Services. In the
event that the work is undertaken by the Customer’s existing telephone system
maintainer and not ITC, ITC will pay a maximum contribution of £75 plus vat
towards any charges raised by the Customer’s existing telephone system maintainer.
The Customer to pay all other costs.
5. Charges and Payment
5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of ITC and unless otherwise specified in writing by ITC the Customer agrees to pay ITC’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of ITC within thirty days of the start of the provision of the Services and in accordance with the applicable tariffs. Where network connection and/or line rental services form part of the Services the charges shall be paid in advance.
5.2 Usage charges will be such charges for the use of the Services by the Customer
as ITC may notify to the Customer from time to time by e-mail or by post. Details
of the Customer’s current charges can be obtained by emailing ITC at
info@clickitc.co.uk with full account details. There will be a minimum monthly usage
charge and low usage charge for each Service as set out in ITC’s price list from
time to time. Usage charges payable shall be calculated by reference to any data
recorded or logged by ITC or its service carrier and not by reference to any data
recorded or logged by the Customer. ITC shall be entitled to estimate the usage
charges in circumstances where the relevant data is not available to ITC in a
timely manner, and any estimated usage charge shall be reconciled on a subsequent
invoice.
5.2.1 Unless otherwise stated all other amounts due from the Customer to ITC
shall be paid within 7 days of the date of ITC’s invoice.
5.3 If the Customer fails to make any payment on the due date then, without limiting
any other right or remedy available to ITC (such failure to pay being a material
breach of this agreement), ITC may charge the Customer an administration fee of
£15 and interest (both before and after any judgment) on the amount unpaid, at the
rate of 8 per cent per annum above HSBC’s base rate from
time to time, until payment in full is made (a part of a month being treated as a full
month for the purpose of calculating interest).
5.4 The price for the Services is exclusive of any applicable value added tax, which
the Customer shall be additionally liable to pay to ITC.
5.5 The Customer agrees to pay ITC in full without any set-off all sums due to
ITC under this Agreement.
5.6 ITC shall be entitled to require the Customer to pay a deposit in respect of
future usage charges and the Customer shall pay the amount so required within 7
days of a request for the same.
5.7 The Customer authorises ITC to vary the amount, frequency and time of any
Direct Debit to such level as ITC deem reasonably appropriate (a) to take account
of either an increase or decrease in usage of the Services by the Customer (b) to
reduce such indebtedness of the Customer to ITC and/or (c) to such other
operational matter affecting the Services as ITC shall in its discretion deem
reasonable.
5.8 If any payment is cancelled or returned unpaid by the Customer’s bank or if the Customer fails to discharge any invoice within 7 days of its date, then without prejudice to any right or remedies under this Agreement, ITC shall from the time
of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay ITC an administration fee of £25-00. For the avoidance of doubt the time of payment is of the essence of this Agreement and a
failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing ITC to terminate this Agreement immediately. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater.
5.9 Should the Customer have any dispute with regard to the usage charges or any other charges, the Customer shall give written notice to ITC of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by ITC and remains at ITC’s sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to ITC, failing which the Customer shall be deemed to be in breach of contract and clause 3.3.3 shall apply together with clause 5.8 and clause 5.3 in respect of the entire balance. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.
5.10 The Customer remains liable for all charges whether the Customer or someone else used the services and whether the services were used with the Customer’s knowledge and consent or otherwise including and not limited to calls made by a rogue callers and calls made by any third party who has gained unauthorised access to the Customer’s system.
5.11 ITC retain the right to vary the charges set out in the tariff at any time upon giving the Customer 7 days notice such notice to be given either on the monthly invoice or on www.clickitc.co.uk and continued use of the Service is deemed acceptance of these changes.
6. Suspension of the Services
6.1 ITC shall be entitled, for business, operational or technical reasons or in order
to comply with any numbering scheme or other obligation imposed on ITC by its
licence or by any other competent authority (including any network provider), to
withdraw or change any telephone number or code or group of numbers or codes
allocated to the Customer whether on a temporary or permanent basis provided that
ITC gives the Customer the maximum period of notice in writing thereof
practicable in the circumstances.
6.2 If the Customer is in breach of a material term of this agreement ITC may at
its sole discretion and upon giving the Customer written notice elect to suspend
without compensation the provision of Services for a period not exceeding 14 days.
If the breach is capable of remedy and is remedied by the Customer within the 14-
day period then ITC shall recommence the provision of Services. If the breach is
not capable of remedy or if so capable is not remedied within the period of 14 days,
then ITC shall have the option of either terminating this Agreement under the
provision of clause 6.1 or of continuing the Services.
6.3 If the Customer’s call charges exceed the estimated call spend or the credit limit
given to the Customer by ITC, whichever is the lower, then ITC reserves the
right to request immediate payment of the excess amount and to demand in
accordance with clause 5.6 a deposit be paid in such amount as ITC shall deem to
be reasonable. If payment is not made forthwith by the Customer, ITC shall be
entitled to suspend all or any of the Services until payment of the excess amount is
made in full.
6.4 Notwithstanding and without prejudice to any of its rights under this Agreement,
ITC reserves the right to withdraw the Services or any part thereof at any time if
the monthly charges to the Customer are not, in the opinion of ITC, sufficient to
make provision of the Services viable for ITC.
7. Liability
7.1 Nothing in this agreement shall exclude or restrict the liability of either party for
death or personal injury resulting from its negligence.
7.2 If the Services fails to operate or the Customer diverts traffic to another carrier,
ITC will not be responsible for that carrier’s charges.
7.3 Neither party shall be responsible to the other in contract, tort or otherwise for
any loss of business, loss of data, contracts, anticipated savings or profits or for any
other indirect or consequential loss whatsoever save that this exclusion shall not
apply to the fraudulent activities of either party nor to any claw-back or other loss
suffered by ITC pursuant to the determination by an airtime services provider that
the Customer has used and/or provided services using the Equipment and/or
Services which it deems a gateway.
7.4 Each party’s liability in tort, contract or otherwise arising out of or in connection
with the performance of either party’s obligations under this Agreement shall be
limited to £1,000,000 for any one incident or series of incidents and £2,000,000 in
aggregate.
7.5 Neither party shall be liable to the other for any damage or loss which may be
incurred by the other party due to any cause beyond the first party’s reasonable
control including without limitation any act of God failure or shortage of power
supplies, trade dispute, any act or omission of Government, highways, regulatory
bodies, other public telecommunication operators or other competent authority, or
supply of services by third parties.
8. Mobile Services
8.1 In respect of Mobile Services and unless ITC advise otherwise the Customer
shall enter into an agreement direct with the Airtime Services Provider and is
responsible for all aspects (including the management) of that airtime service
agreement. ITC shall assist the Customer wherever possible in the management
of the airtime service agreement.
8.2 If ITC agrees to reimburse to the Customer charges for specified mobile
numbers in respect of the Customer’s transferring Airtime Service Provider in respect
of such mobile numbers reimbursement must unless otherwise agreed in writing (i)
be claimed by the Customer not earlier than four months from the date of transfer
and (ii) be only claimed in respect of such mobile numbers as remain live and have
not had a notice of termination of contract served at the date of the claim.
8.3 ITC will be paid commission (initially and on an ongoing basis) by the Airtime
Service Provider for introducing the Customer and other customers to it. Such
commission may be clawed back in certain circumstances due to the act or omission
of the Customer, including if the airtime service agreement is terminated or in
respect of gateway or unauthorised use by the Customer. The Customer shall
indemnify ITC against any such claw-back and immediately on demand pay to
ITC an amount equivalent to that clawed-back.
8.4 Where it is agreed that ITC shall pay to the Customer a cash incentive
inducement or subsidy for entering into an airtime services agreement, any such
amounts must be invoiced by the Customer in three equal amounts such invoices to
be dated and delivered at the end of months 6, 12 and 18 of the airtime services
agreement. Payment shall only be due to the Customer where the airtime services
agreement has not been terminated before the end of the minimum term of the
airtime service agreement. The Customer shall produce to ITC such evidence as
ITC may reasonably require as to the continuation in force of the airtime service
agreement.
8.5 Any cash incentives or subsidies due under this clause 8 that have not been
claimed by the Customer within 14 days from the end of the minimum term of the
airtime service agreement become null and void.
8.6 Any Equipment supplied in connection with Mobile Services shall be supplied
subject to these terms and conditions. ITC shall endeavour to supply the
Equipment as soon as practicable and reserves the right to alter specifications or
designs at any time to meet such delivery target.
8.7 All such Equipment will be supplied with the manufacturer’s guarantee, unless
otherwise agreed in writing. The Customer hereby acknowledges that the
manufacturer’s guarantee is only valid if the Customer complies with the terms and
conditions of manufacturer’s guarantee.
8.8 The Customer shall be liable for the full costs of any repairs carried out to the
Equipment which are not covered by the manufacturer’s guarantee.
9. General
9.1 ITC reserves the right to change the provider of the Services to it at any time;
further ITC reserves the right to change these terms and conditions at its sole
discretion by giving the Customer not less than 14 days notice (usually on the front
page of the monthly bill and/or on its website at www.clickitc.co.uk), and
continued use of the Services thereafter will be deemed acceptance of such changes.
9.2 A notice required or permitted to be given by either party to the other under this
agreement shall be in writing addressed to that other party at its principal place of
business or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice and, save in respect of a
notice pursuant to clause 3.1, shall be deemed served on the second after the same
has been posted.
9.3 If any provision of this agreement is held by a court or other competent authority
to be invalid or unenforceable in whole or in part the validity of the other provisions
of this agreement and the remainder of the provision in question shall not be
affected
9.4 The Customer shall not assign sub-license, delegate or otherwise deal with all or
any of its rights and obligations under this agreement without ITC’s prior written
consent, such consent not to be unreasonably withheld. Nothing in this agreement
shall be deemed to grant to the Customer a licence to use any software or other
intellectual property right (which shall include the ITC trade marks) other than
strictly in accordance with the terms of this agreement. For the avoidance of doubt,
the Customer shall not be entitled to sub-license any such software or other
intellectual property right.
9.5 These terms and conditions together with any terms set out in the order
constitute the entire agreement between the parties, supersede any previous
agreement or understanding and, subject to clause 9.1 and 5.2, may not be varied
except in writing and signed by ITC or varied orally and then confirmed in writing
by ITC. All other terms, express or implied by statute or otherwise, are excluded
to the fullest extent permitted by law. In entering into this agreement the Customer
acknowledges that it does not rely on any representations which are not confirmed in
the terms of this agreement, but nothing in this agreement affects the liability of
either party for fraudulent misrepresentation.
9.6 The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not
apply to this agreement.
9.7 The laws of England shall govern this agreement, and the Customer agrees to
submit to the exclusive jurisdiction of the English Court.
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