Legal Full Terms & Conditions
This document, and the documents to which it refers, define the terms of the agreement by which we provide you with goods and/or services.
These terms are $Revision: 102955 $ $Date: 2012-02-07 10:16:27 +0000 (Tue, 07 Feb 2012) $
- For purchase (and shipping) of goods, our terms for supply of goods apply.
- For purchase of services (including ADSL/internet), our terms for supply of services apply.
- For all internet services (including ADSL), our Acceptable Use Policy also applies.
- We also have standard supplier terms.
If you are not happy with any of the terms or require any clarification of the terms please contact us. Whilst this is a standard contract, we are happy to consider changes generally or to meet your specific circumstances.
Where we agree a variation to this standard agreement it must be in writing signed by a director, or an email electronically signed by a director, and such changes will take precedence over these terms.
Interpretation
This agreement is written in plain English and should be read as such. This agreement is subject to English law.
We have used the terms we, us, our, etc to mean Andrews & Arnold Ltd, and you, your, etc to mean the customer to whom we are providing goods and/or services. We are Andrews & Arnold Ltd, a company registered in England and Wales number 3342760. For internet services we also trade as AAISP.
We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid.
Liability
We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent. We do not accept any liability for consequential losses or tort.
If we are negligent, then we accept that we have liability. We require you to prove we have been negligent in such cases. We require you to demonstrate actual losses for your claim. We require you to take all reasonable steps to minimise your losses.
Whilst there are no limits on our liability for death or personally injury due to negligence, we limit our liability for any other negligence to a refund of the amount paid for the failed goods or services. (We also make it a condition that you do not use any of our goods or services in any safety of life situations where failure of the service could cause death or personal injury). In the case of on-going services this is pro-rata for the period each specific service was not adequately provided due to our fault, and then only from when the problem was reported to us. Liability for any other reason is also limited to a refund of the amount paid (pro-rata for ongoing services). If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a one month period.
You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against charges above that liability in any such claim.
It is important to realise what this means. Basically, in most cases, if we screw up, the most you can get is your money back. Some of our services are very cheap and some are even free of charge, so this is not a lot of compensation. If this is a problem, then you should look at getting your own insurance.
These terms do not affect your statutory rights, and apply to the full extent that the law permits them to within those rights.
Prices
The standard prices for the service are published on our web pages. Our web site makes it clear if the prices quoted are inclusive or exclusive of VAT. We show VAT inclusive prices on our web site for services aimed at consumers.
Consumer invoices normally show VAT inclusive prices. Commercial invoices are normally show VAT exclusive unit prices with VAT added to the total at the end. As such the total price for multiple items may differ by a few pence between commercial to consumer invoices for the same goods/services.
The web site is not to be taken as an offer in the contractual sense, but is merely an invitation for you to make an offer to purchase goods or services from us, which we may decline for any reason.
Any postage is charged at cost (plus VAT) where applicable. Note that we consider postage or carriage to be a separate service we are providing and as such cannot be cancelled under the distance selling regulations once the item is posted/shipped. You can buy goods without buying a postage service by collecting from our offices, or arranging for a courier to make a collection, by prior arrangement.
If taking a settlement discount is part of your standard terms and you think we have agreed those standard terms then any prices we quote on the web site or a quotation are those after deduction of your settlement discount.
Effect of a VAT rate change
Some of our prices are based on a VAT Exclusive value and some of them are based on a VAT Inclusive value. This does not depend on the way you are billed. If there is a change of VAT rate then the price we have for our service does not automatically change. As such, if a service is based on VAT inclusive value then the VAT inclusive price does not change by the VAT exclusive price does. Similarly, if a price is based on VAT exclusive value then the VAT exclusive price does not change but the VAT inclusive price does. In the event of a significant VAT change we would aim to adjust prices as well, but this may not be at the same time or exactly the same amount. We indicate on the web site where a price shown is VAT inclusive and based on a VAT exclusive value or shown VAT exclusive and based on a VAT inclusive value.
The VAT rate that applies is the VAT rate applicable at the actual tax point of the invoice issued.
Periodic Billing
For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We normally issue invoices in advance on the first day of the period being billed. We may issue them several days before the start of the period covered. We have a number of billing options.
Some older services are provided on a non-refund basis, rather than 30 days notice. i.e. they have no termination notice period, but any period already invoiced must be paid. As such, the selection of billing period may effect the timing or cost of terminating your service, hence we recommend monthly billing rather than quarterly. Where there is a notice period (e.g. 30 days) we will invoice only to the end of the notice period or credit if already billed beyond the notice period.
We may, in some cases, issue quarterly or annual invoices as 3 or 4 separate invoices issued on the same date with the same terms, one for each month or quarter of the period covered. These can be paid with a single payment. Whilst we normally allow you to choose your billing period, we can insist on calendar monthly billing if we wish.
Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service, or if changing billing cycle. Whole days are considered only, with a part day counting as a whole day. A partial bill for monthly, quarterly or annual billing considers each day covered to be a proportion of its month (e.g. days in February are 1/28th or 1/29th of a month). For billing cycles based on weeks, each day is considered to be 1/7th of a week. For lunar bills each day is 1/29th or 1/30th of a lunar month based on our calculation of full moon date as the first day of the lunar month.
Payment
You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error.
Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to resend payment if it is lost in the post or a card payment is not authorised or other such eventualities.
You must ensure your payment quotes our account reference for you (e.g. A1234A) as quoted on your invoice and statement. This is to be written on the back of cheques sent, or included as a payment reference in any electronic payments. The payment will then be applied in full to the one specified account. If you pay by any form of bank transfer the date shown on our bank statement is considered to be the date you paid - this is important if using the Fast Payment system to send payments late at night or over a weekend as the statement date will be the next banking day.
If you are paying less than £20 per month we expect you to pay by Direct Debit.
Credit terms
Unless we agree otherwise, invoices are due for payment immediately. We are prepared to agree terms such as 14 days, 30 days or end of following month at our discretion. Credit is not a automatic or a right and we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on the invoice you must contact us immediately.
Invoices issued for immediate payment must be paid promptly, and arrive no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer, fast payment transfer or other form of payment even allowing for public holidays, etc.
Clawed back payments
With card payments or direct debit payments it is possible for your to claw back the payment at a later date.
There really should be no reason for a claw back. If we have mistakenly taken payment from you, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the admin fee we charge (£5.00).
It is also important to note that any returned or clawed back payment is cancelled on your account with us, making it as though the payment was not made at all, and you may become liable for late payment penalties and/or interest, as well as admin fees (see below).
Administration fee
Normally, there is no reason for us to charge an administration fee. This only applies when things go wrong. We appreciate that mistakes can be made, so we do not normally charge an admin fee the first time. We will try and resolve the matter so it does not happen again. However, if, for example, you persistently send BACS or fast payment payments with an incorrect reference, and ignore our letters on the matter, we will charge the admin fee. Believe it or not, some people even pay this admin fee, by BACS, without a correct reference, incuring yet another admin fee. We would far rather resolve the matter and help you send payments correctly than charge admin fees. Please note that we can take payment by Direct Debit if this would be more convenient.
We may charge you an administration fee of £5.00+VAT for the following, on each occasion:-
- If you pay by cheque, and the cheque is returned unpaid by the bank. We will also charge you any bank charges which our bankers charge for handling the cheque.
- If you pay by BACS or fast payment (electronic banking, standing order) and the payment cannot be automatically processed. e.g. you do not include the correct payment reference with the payment. We understand mistakes can be made and will normally contact you the first time without making an admin charge for this.
- If you pay by card, and later the card payment is clawed back or you attempt to claw back the payment. This applies even if we successfully defend the claw back claim, or the claw back is later returned, as it it to cover the admin work involved in doing so. We will also charge any fee that we are charged by our bank for the claw back.
- If you pay by direct debit and the payment fails. The exception is where you can show that we should not have tried to take the payment.
- If you pay by direct debit, and later claw back the payment.
- If you ask us to print a paper copy of an invoice or statement and post it to you. We send invoices and statements by email, and provide them on line, free of charge.
- If you make an unnecessary payment to us or an overpayment and require us to return it to you. We appreciate mistakes can be made, and will normally only charge this for unusual or repeated occurances. If the payment involves any special bank charges, such as for a high value or same day transfer, we will also charge these. We may deduct all such charges and fees from the repayment being sent to you. Any returned payments or balances will normally by 2 working day BACS transfer - if you need same day payment an admin fee will be charged.
- If you send unsolicited commercial emails to any of our system or staff email addresses contrary to Section 22 of The Privacy and Electronic Communications (EC Directive) Regulations 2003, or expect us to take any actions relating to such spam then an admin fee applies, and we consider our admin fee to be part of our damages as per Secion 30 of the regulations.
We also reserve the right to charge a small handling fee for payments in line with our processing costs. This is not normally charged, but we have had cases, for example, where someone paid a small bill using 30 cheques for 10p each so as to incur us bank charges in excess of the debt, hence reserving the right to charge a handling fee.
The admin fee is something of a nominal sum and we suspect our costs are higher on average but only charge £5.00 in the interests of good will. We can, if we wish, charge the full admin fee of £20.00+VAT if you continue to send payments with an incorrect reference or if your send payments that we cannot easily identify from the payment details or have to split between multiple accounts. We will advise you in advance if we start charging the full admin fee.
Advance payment or over payment
If you send us money that you do not owe us, such as an over payment of a payment when there are no outstanding invoices, then we will hold this as money on your account. You can ask for the credit balance on your account back at any time and as such we do not consider the payment to be an advance payment in respect of specific future goods or services (Value Added Tax Act 1994 section 6(4)). We do not pay interest on any credit balance. If we invoice you for any goods and services then we will, at that point in time, apply any credit balance on your account towards paying that invoice. Your credit balance is not considered a pre-payment for future goods or services.
If we ask for a deposit with your order, then this is placed on your account as an advance payment. If the order cannot be completed and your deposit is refundable then it will be refunded by 2 day BACS bank transfer to you on request. However, we will deduct from the refund any amounts you owe us at that point.
Late Payment
For business customers, late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Revenue & Customs. Note that this includes statutory compensation for late payments between £40 and £100 per late invoice in addition to interest charges at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date. Late payment penalties apply to all commercial contracts in the UK, not just us. (more general information)
For the purposes of the Late Payment of Commercial Debts (Interest) Act 1998, where payment is required partly in advance and partly in arrears, such as a quarterly invoice on 30 day terms which is 30 days in arrears and the rest in advance, then the invoice shall be treated as two separate debts with part payment due for part of the period as per section 11(2) of the Act. Failure to pay for at least the period which is in arrears by the due date of the invoice will result in a liability for the £40 to £100 penalty applicable for late payment.
If we give you time to pay (credit), we are doing this because we recognise that many businesses have a complex systems for signing off and paying invoices, and that people can be on holiday, or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can't afford them. As such we do not expect you to deliberately wait to the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy with such a policy and will charge late payment penalties as the law permits.
If you pay by Direct Debit, then we are taking responsibility for collecting the payment within the terms. If we do not try and collect payment within the terms then you are not liable for late payment penalties as a result. However, we are agreeing to try and collect payment once within terms. If we try once, and that collection fails for any reason or is returned by your bank for any reason, it is then your responsibility to ensure payment is made within the terms. We will contact you if a collection fails. Where the agreed terms allow and unless you have picked a fixed date for payments, we will attempt the first collection in sufficient time to try a second collection within those terms or for you to pay by other means should the first attempt fail. It is also important to understand that it takes a few days for a direct debit to be set up, and then you receive 5 working days notice of a payment - you must allow for this if setting up a direct debit to pay for invoices that will be due before this can be done, and pay any amounts that will be overdue by other means.
For consumers, we have a consumer credit licence and may give your time to pay as stated on your invoice (e.g. 30 days on quarterly invoiced accounts). Credit given in this way is free of charge (0.0% APR). However, if you default (do not pay within the stated terms) then we will charge you interest on your late payment at the same rate as commercial debts as detailed in the Late Payment of Commercial Debts (Interest) Act 1998. We do not however make the fixed penalty charges that is applicable to business customers.
Changing terms and prices
You cannot change these terms and conditions. You cannot assign this agreement to anyone else without our agreement. We may change the terms and conditions and prices and any associated rules (such as the AUP). We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month's notice.
For any one-off sale or the start of a new on-going service the terms and prices at the time of order apply even if recently changed. We will normally advise you of prices when you place the order.
Changes that are to your detriment
For on-going services, if we make a change that is to your detriment (including increasing the price of on-going services) then you have some additional options.
- You can simply accept the changes to terms or prices: If you do not dispute the change within one month after the change is published on the web site, or in the case of a price change of an on-going service then within one month of the new price shown on an invoice, then we consider you have accepted the change. To accept the change you do not have to do anything.
- You can dispute the change and cease your service: During that one month you can dispute the change. If you are within a minimum term for a service we can either agree to apply the previous terms and prices until the end of the minimum term, or we can allow you to cease the service early without penalty, at our choice on a case by case basis. If you are not within a minimum term you can cease the service within one month, and have the previous terms and price apply until the cease (re-issuing the previous invoice if necessary) but you must request this adjustment within 3 months.
When price changes take effect
Our standard current price, as published on our web site or as advised to you individually, applies at the time the invoice is raised for the service. The price applies for the whole of the period invoiced. This means, for example, if you have quarterly billing then the advance charged price for on-going services is fixed for the whole quarter invoiced even if we change prices during that quarter.
In some cases a special price may apply for a period known in advance or a price change may be published in advanced with an applicable date. In such cases advance billed charges may be split at the date the price change is known to happen.
The key point here is that the price shown on the invoice is not chanegd retrospectively once the invoice is issued.
Some customers can be batch billed where proforma invoices are raised during the month and these are then included in one big invoice at the end of the month. In these cases the price is the one applicable when the proforma invoice is created. This means the price is the same whether batch billed or normally billed.
For telephone services the price is that applicable at the time of the call. To be exact: the named rate for the call is the rate applicable for the number dialled as at the time the call starts. The price for that named rate is the one applicable at the time the call ends. The call is broken in to parts for peak, off-peak, and weekend as applicable.
How we communicate
General information, notices and status updates, are made available on our web pages from time to time, including any changes to these terms.
We may use email to communicate changes, including any changes to terms and conditions or policies or other important information. You must check our web pages, or read email to ensure you are aware of such information. If you have a domain from us, you must accept and read email directed to postmaster at your domain. If we have emailed postmaster at your domain, or the last email address you told us, then notice is considered to have been served. We consider an email to have been sent once passed to and accepted by any of the mail servers defined for handling email for your email address. It is up to you to choose mail servers that do not throw away email that they have accepted.
You may contact us using our published email, fax, SMS, Twitter, telephone or postal information. You are responsible for ensuring any communication actually reaches us, and we consider your communication valid on the date and time it reaches us and not when it was posted or sent. Invoices and late payment reminders are normally sent by email to the address you have advised to us for your accounts department. You can change the email address to which they are sent whenever you like by contacting us.
Customer service issues and being rude, etc
We expect our staff to always be helpful and polite, and we expect customers to do likewise - however this is not part of the contract. If we, or you, are rude or unhelpful then there is no compensation for this either way in the contract. We may terminate a call or chat if we feel you are being rude, and we would happy for you to do the same if staff are rude. We are happy for your to provide feedback on such cases and we will endeavor to address them (again that is not part of the contract).
Alternative Dispute Resolution (ADR) is a service that allows you to make a claim without going to court if you think we have done something wrong and we owe you compensation. It is important to realise that this contract has clear limits on our liability even if we do something wrong, and you have agreed to those limits. This includes the fact that nothing is due for being rude or poor customer services, only where we are in breach of contract. ADR can take complaints for many reasons, but not about our terms and conditions. However, as we are not confident that ADR will limit any awards to the limits agreed in this contract, it is a term of this contract that if you take an issue to ADR and are awarded an amount in excess of the limits strictly due under these contract terms, then you will immediately re-imburse us that excess or allow us to deduct it from the award. The arbitrator claim to act within our terms, and so this clause should never be needed.
Of course, none of this stops us providing a good will credit to you if there are mistakes or inconvenice, should we wish.
Liquidation, etc.
If you go in to liquidation, administration, bankrupcy or in anyway stop being liable to pay your oustanding invoices, then we may terminate all services being provided immediately. All goods which have not been paid for in full are ours, and we have the right to collect them from you.
The person(s) dealing with your company (e.g. liquidator) may ask us to continue to provide services. For example, they may want to sell a business as a going concern, or sell assets such as domain names. If they do, then they will have to pay all oustanding charges for those services and agree to pay ongoing charges in advance. This is particularly important for domain names. If we terminate domain names then they can be immediately registered by anyone else (including us) and become their asset.
If you take over the business of a company that has gone in to liquidation and wish to take over services urgently, we may charge a fee for expediting the connection of such services which we decide on a case by case basis.
Misc
If we don't enforce our contract terms at any point it doesn't mean we won't later.
If we don't charge you for something right away it doesn't mean we won't charge for it later.
These terms are not intended to benefit any third party as per Contracts (Rights of Third Parties) Act 1999.
If you abuse our FREEPOST address we will charge you our costs plus an admin fee.
A gigabyte is 1,000,000,000 bytes. A megabyte is 1,000,000 bytes. A kilobyte is 1,000 bytes. A megabit/second is 1,000,000 bits per second. See http://physics.nist.gov/cuu/Units/prefixes.html for details. Also xkcd if you find it confusing.
We may anonymously quote comments from any emails or comments we receive unless you specifically say we can't, e.g. for our testimonials page. We will normally ask first.
It should not really need saying as it would most probably apply under tort law anyway, but if you deliberately do something knowing it will cost us money, over an above the normal costs for providing the goods or services we supply you, then you have to compensate us for that extra cost. For example, if you ask the BT engineering installing your line to do some extra work and we get billed by BT for that.
