Tally has agreed to provide the Services to The Customer during the Term on this contract which will last for a period of36 months at the premises and upon the terms contained in this agreement.
In thisAgreementincluding the Recital the following terms shall have the followingmeanings:
2.1 "Commencement Date" means the 1stday of the calendar month ofthe year detailed overleaf
2.2 "the Fee" means the fee payable toTally for the provision of the Services during the Term as specified in paragraph 5 ofthe Particulars
2.3 "the Particulars" means the particulars attached to this Agreement
2.4 "the Premises" means the premises specified in paragraph 6 ofthe Particulars
2.5 "the Services" means the services provided by Tally atthe premises as set out in the Schedule hereto
2.6 "the Term" shall mean a period 006 months from the date of commencement referred to in 2.1 herein
3. Obligations of Tallycost Limited
3.1 Tally shall from the Commencement Date for the Term unless determined earlier in accordance with clause 6 provide the Services at the Premises
3.2 Throughout the duration ofthis Agreement Tally agrees that:-
3.2.1 It will provide so far as this is within its power so to do (mobile) (landline) facilities to enable The Customerto make telephone calls;
3.2.2 Provide the facilities referred to at3.2.1 through such and any provider and supplier as Tally believes appropriate in all the cireumstances;
3.2.3 Irwill invoice The Customer on the 23rd ofieachmonth for telephone calls made during the month for the month up to and including 22nd ofthernonth proceeding the month
that the invoice is raised. Tally reserves the rightto invoice The Customer in relation to any calls it fails to invoice forthatmonth at that timeata later date should, at its
absolute discretion, it decide so to do;
3.2.4 Upon terminatepursuant to this agreement all calls will be invoiced and The Customer agrees that payment will bemade in respect thereof. The Customer agrees that it will
settle all invoices due to Tally within 7 days of the date ofthe invoice and The Customer agrees that ifthe same is not paid within that time the services herein may be withdrawn
until such time as Tally is in possession of cleared funds and any reconnection charges are paid. Tally also reserves the right to impose a late payment fee 0[£40 should The
Customer fail tomake payment within the time period specified and such sums be in addition to any interest charged thereon.
3.2.5 The-Customer accepts that failure tomake payments of the sum due shall be seen as an admission that the monies are due and owing unless The Customer haswithin 7 days of
receiving the invoice made written representations to Tally indicating why all such charges should not be paid byTheOustomerto Tally and such has been acknowledged by
3.2.6 Any price increase imposed upon Tally by its supplier shall be passed on to The Customer such price increase will be notified in writing by Tally to The Customer giving The
Customer one week notice of its intention to increase the price accordingly. The Customer shall be liable to make payment to Tally in relation to the increase from the date
notified to it by Tally.
3.2.7 Tallymakes no representations or provides nowarranties as to the standard or quality ofthe service provided to The Customer in so far as such relates to any services without its
control being that quality of service provided toTally by its supplier.
3.2.8 Tally shall not be liable pursuant to this agreement or otherwise in relation to any death, personal injuries or other loss and damage howsoever such occurs asa result offthe
services provided herein.
4. Obligations ofT he Customer
In consideration ofthe Services the Customer agrees:
4.1 to pay all invoices as referred to in clause 3 above;
4.2 to indemnify Tally in respect of all liabilities relating to any loss damage or injury or consequential or indirect loss forwhich Tally has no liability under thisAgreement;
4.3 Tomake available at the Premises to Tally all facilities and access that it requires in order that Tallymay fulfil its obligations in the supply of the services herein.
5.1 The Customer agrees that itwill pay to Tallyfor the performance ofthe services during the term at the fee referred to at the Schedule herein. The Customer confirms that itwill abide
by the terms at clause 3 inrelation to the payment of such sums toTally.
5.2 All sums payable under this Agreement unless otherwise stated are exclusive of VATand any disbursements, which shall be paid in addition;
5.3 Tally shall be entitled to charge interest at 4% above the base rate for the time being of Barclays Bank Plc on any invoices not paid by The Customer on the due date unless
proceedings are issued in any Court of Law or before any Tribunal atwhich point the interest rate on the entire amount outstanding shall be deemed to becalculated at the rate
of8% per annum if such sum is higher than that referred toherein.
5.4 Tally shall be entitled to take any payment outstanding from any credit orchargecard previously supplied by the customer.
5.5 The Customer agrees to payin full for any services cancelled by the Customer, once Tally commences work upon any SUGhorder givenby the Customer be itwritten or oral,
5.6 In the case of application bya limited company signature(s) by thedirector(s) indicate acceptance of personal liability in the event of default forwhatever reason.
5.7 TheCustomeragrees to pay any minimum charge introduced by Tally for any of its services.
5.8 TheCustomer hereby agrees tp pay in full, upon demand, any outstanding rentals prior to the completion of the term and notice period ofthe contract, should they move to another
provider before completing the contract.
5.9 In addition the customer agrees to pay 50%oftheaveragespend over the previous three months multiplied by thenumberofmonths remaining to the end oftheunexpired term to
cover any loss of business suffered by Tally as a result of the early move by the customer.
6. I The terms of this agreement shall be for an initial period of36 months. If at the expiration ofthatrerm either party wishes to terminate it shall provide the other with three
months written notice. In the absence of such notice this contractshall be deemed to continue on the terms contained herein for a further period of36 months.
6.2 Either party may terminate thisAgreement immediately by notice inwriting to the other ifhaving given to the other written notice specifying a breach of this Agreement and
requiring itto be remedied the said breach has not been remedied by the other within 7 days of the receipt of such notice.
6.3 Within 7 days afterthe termination of this Agreement Tally shall be permitted to remove all its apparatus and equipment or that of any of its supplies or employees, which may be
upon the premises and have access to the premises for such a purpose.
7. Force majeure
Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or other cause beyond the reasonable control of the parties or either of them which renders the performance of this Agreement impossible whereupon all money due under this Agreement shall be paid immediately.
8. Whole agreement clause
Each party acknowledges that this Agreement contain the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its
employees oragents and has made its own independent investigations into all matters relcvantto it.
Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown in the Particulars or such other address as a party shall have noti fled the other as its address in England and Wales for the service of notices in substitution and shall be deemed to have been received by the addressee within 48 hours of posting to Arbitration.
All disputes or differences which shall at any time arise between the parties whether during the Termor afterwards touching or concerning thisAgreement orits construction or effect orthe rights
duties orliabilities of the parties under or by virtue of it or otherwise or any matter any way connected with or arising out of the subject matter of this Agreement shall be referred to a single arbitratorto be agreed upon by the parties orin default of agreement to be nominated by the President forthe time being of the Chartered Institute ofArbitrators in accordance with the Arbitration Act 1996 or any statutory modification orre-enactment of it for the time being in force.
11. Survival ofterms
No terms shall survive expiry or termination ofthisAgreementunless expressly provided.
Each ofthe parties shall pay any costs and expenses incurred by it in connection with this Agreement.
13. Proper law and jurisdiction
This Agreement shall be governed by the laws of England and Wales.
14. This Agreement is subjectto any Fair Use policy published from time to time on www.Tallycost.co.uk