1. Definitions:
In this Agreement the following terms have the meanings set opposite them:
"Agreement"- means the terms and conditions set out herein;
"Charges" - means the charges to be paid by you for the Services
calculated according to the prices and rates set out in our price lists (available
on our website or upon request) or otherwise notified to you;
"Competent Authority" - means the Commission for Communications Regulation
("ComReg") or any other competent Government department or any regulatory
body;
"Confirmatory E-mail" - means the e-mail that you received at the
time that you purchased your Credit Voucher including, inter alia, your access
number and PIN and other information relevant to the use of your Credit Voucher.
"Credit Voucher" – means the credit voucher purchased or used
by you that can be redeemed for the purchase of the Services from us;
"Network" - means the electronic communications systems run or procured
by us for the purpose of providing the Services;
"Service" or "Services" - means the electronic communications
services for placing domestic and international long distance phone calls provided
by us to you under this Agreement;
"we" or "us" means Interdirect Tel Limited, a company registered
in Ireland with registered number 294260 and with its registered office situated
at 64 Lower Mount Street, Dublin 2, Ireland.
2. Commencement of this Agreement
2.1 A contract between you and us for the supply of Services to you will come
into force the first time that you use the Services. Your use of the Services
indicates your agreement to all terms and conditions contained herein. In using
the Services you acknowledge your agreement to the immediate commencement of
the performance of the Agreement between you and us and the provision of Services
to you with your consent.
2.2 You agree that the first time you use the Services, you will immediately
lose your right to cancel the Agreement and that this does not affect your
statutory rights.
3. Our obligations to you
3.1 We will provide the Services to you in accordance with this Agreement and
subject to availability, provided that nothing herein shall require us to provide,
or continue to provide Services to you if we determine that you are not eligible.
We shall provide the Services in the manner of a reasonably skilled electronic
communications service provider.
3.2 We cannot promise that the Services will be provided without interruption.
We are not liable for a call being cut off for any reason or for any failure,
delay, suspension, restriction or interruption of Services.
3.3 Our Services may be dependent on the provision to us of services by third
party operators. We are not responsible to you for any faults or interruptions
caused by them.
3.4 We may, at our discretion, improve, update or upgrade the Services or alter
the provision or means of provision of the Services (including altering any
telephone number used or method of allocating the Service). We shall not exercise
our rights under this clause to your detriment without good reason.
4. Your use of the Service
4.1 You will not use or allow use of the Services for any improper, immoral,
offensive, defamatory, fraudulent, illegal or unlawful purpose.
4.2 If you or any other person whom you allow to use the Service do not comply
with any provision of this clause 4: (a) you shall indemnify and hold us harmless
against all liabilities, claims, losses, damages or expenses arising directly
or indirectly or in any way associated or suffered as a result of such non-compliance
and (b) we may suspend the Services immediately without notice and without
incurring any liability on our part.
4.3 You will have already been provided with a PIN to access your account in
the Confirmatory E-mail. You must at all time keep such PIN number confidential
and secure, and you must tell us immediately if such is disclosed to any unauthorised
person. We may disclose any information in connection with your account to
anyone who correctly quotes your PIN.
4.4 You acknowledge that the Services are for your residential use only and
you will not re-supply or resell or otherwise make the Services available to
any person on a commercial or any other basis. You are responsible for ensuring
that only those persons you authorise use the Services and you agree to pay
all charges relating to use of the Services.
5. Charges
5.1 You shall pay the Charges in relation to your use of the Services. The
cost of all calls made by you shall be deducted from the balance outstanding
on your Credit Voucher. Subject to clause 8.1, once the whole of the balance
of your Credit Voucher has been used you shall not be entitled to make any
further use of the Services unless you purchase another Credit Voucher. We
reserve the right to vary the Charges in accordance with clause 11.
6. Suspension of Service
6.1 We may suspend immediately the provision of the Services (or a part of
them) to you until further notice without compensation such notice to be either
oral (and later confirmed in writing) or writing;
6.1.1 for repairs, maintenance or improvement;
6.1.2 in the event that we have reason to suspect illegal, unlawful or fraudulent
activity or misuse of the Services or any breach by you of this Agreement;
6.1.3 in the event that we are required to comply with an order, direction,
instruction or request of any Competent Authority.
6.2 Any exercise of our right to suspend the Services shall not exclude our
right subsequently to terminate this Agreement. We may refuse to restore the
Services to you until the matters referred to in clauses 6.1.1 to 6.1.3 are
cured or we receive an acceptable assurance from you that there will be no
further breach.
7. Provision of Information
7.1 You are required promptly and accurately to give us all the information
we may reasonably need so that we can perform our obligations under this Agreement.
You must also inform us immediately of any change which may arise from time
to time to the details you have provided to us. You hereby agree and confirm
that the information that you provide to us under this Agreement shall be true,
accurate and complete in all respects.
7.2 We may contact you before, during and after the term of this Agreement
in order to administer, evaluate, develop and maintain the Services. Please
note that we may record your telephone calls to us and we will keep a record
of personal information you provide to us in connection with the Services.
7.3 We will comply with our obligations under the Data Protection Acts 1988
and 2003 and any other applicable data protection legislation. You are also
required to comply with all applicable data protection legislation. In addition,
you must maintain any required registrations, including those reasonably requested
by us to enable us to process your personal data in connection with our performance
of our obligations under this Agreement.
7.4 All information relating to you collected by us in the course of providing
the Services shall remain confidential subject only to the permitted uses of
that information under the Agreement or as may be required by any Competent
Authority or any other regulations relating to the Services.
7.5 In connection with this Agreement we, and any other companies or agencies
authorised by us, may carry out credit and fraud prevention checks with one
or more licensed credit reference and fraud prevention agencies and we may
retain a record of the search. Information held about you by such companies
or agencies may be linked to records relating to other persons living at the
same address and such records will be taken into account in credit and fraud
prevention checks.
7.6 Information from your application and payment details of your account will
be recorded with one or more of credit reference companies or agencies and
may be shared with other organisations (including debt factoring companies)
to help make credit and insurance decisions about you, for debt collection
and fraud prevention.
7.7 We may also share the information which you provide with our affiliates
or third parties for general marketing, administration, data storage or processing
purposes.
7.8 By using the Services you also consent to our using and/or disclosing your
personal information for the following purposes:
(a) providing or arranging for third parties to provide Customer Care/Help
Desk facilities and billing you for the Services (which may involve disclosing
your information to third parties solely for those purposes); and
(b) to selected third parties for the purposes of providing and operating the
Services and installing Equipment.
7.9 You acknowledge that the companies receiving your information pursuant
to clauses 7.5, 7.6, 7.7 and 7.8 above may be located outside the EEA in countries
which do not have the same standards of protection for personal data as the
UK. By using the Services you also agree to such transfer and use of your personal
data, including for the purpose of marketing goods and services to you by any
means including post, fax, email, SMS, or voice telephony. You may object to
such use of your personal data at any time by informing us [by e-mail at… OR
by indicating your preference on our website at…]
7.10 You should also note that communications with you (including phone conversations
and emails) may be monitored and recorded by us for quality assurance, legal,
regulatory and training purposes.
8. Expiry and Termination of Services
8.1 Your Credit Voucher will automatically expire (and Services will no longer
be accessible by means of such Credit Voucher) on the date specified in the
terms and conditions for the relevant Credit Voucher set out on the
www.idteurope.com web-site
and in the Confirmatory E-mail sent to you in relation to such Credit Voucher.
8.2 We may end this Agreement:
[8.2.1 by giving you at least 30 calendar days' notice; or] – We suggest
deleting this provision.
8.2.2 immediately if;
(a) you do not perform or observe any other obligations under this Agreement
("a breach") and where you have breached this Agreement and that
breach can be remedied, you fail to remedy the breach within any reasonable
time specified by us in a written notice requiring you to do so;
(b) a voluntary arrangement is proposed, or a bankruptcy petition is presented
or a bankruptcy order is made against you or a receiver or trustee is appointed
on your estate;
(c) we have reason to believe that you have provided us with false, inaccurate
or misleading information either for the purpose of obtaining the Services
from us or during the provision of the Services;
(d) you or any other person at your premises use the Services or are suspected,
in our reasonable opinion, of using the Services for illegal activities, fraud
or attempted fraud;
(e) we are required to comply with an order, instruction or request of any
Competent Authority.
9. Limitation of Liability
9.1 Our liability:
(a) for death or personal injury caused by our negligence or the negligence
of our employees or agents;
(b) for breach of any condition as to title or quiet enjoyment implied by Section
12 of the Sale of Goods Acts 1893 and 1980; or
(d) any other piece of legislation which prohibits contracting out of such
liability;
(e) for fraudulent misrepresentation; or
(f) for misuse of confidential information
is not excluded or limited by this Agreement, even if any other terms of this
Agreement would otherwise suggest that this might be the case.
9.2 Subject to clause 9.1 and to the extent permitted by law, we do not accept
any liability under or in relation to this Agreement or its subject matter
(whether such liability arises due to negligence, breach of contract, misrepresentation
or for any other reason) for any:
(a) loss of profits;
(b) loss of sales;
(c) loss of turnover;
(d) loss of or damage to business;
(e) loss of or damage to reputation;
(f) loss of contracts;
(g) loss of customers;
(h) loss of, or loss of use of, any:
(i) Software or
(ii) data
(i) loss of use of any computer or other equipment or plant;
(j) wasted management or other staff time;
(k) indirect, special or consequential loss or damage and for the purposes
of this clause the term "loss" includes a partial loss or reduction
in value as well as a complete or total loss.
9.3 Subject to clauses 9.1 and 9.2 and to the extent permitted by law our total
liability arising from or in connection with this Agreement and in relation
to anything which we may have done in connection with this Agreement (and whether
the liability arises because of breach of contract, negligence or for any other
reason) shall be limited to the lesser of;
(a) the amount of loss suffered by you in respect of the relevant liability
assessed; or
(b) an amount equal to 125 percent of the total value of your Credit Voucher.
9.4 We will not be liable under this Agreement for breach of any of its terms
to the extent that the breach concerned arises from:
(a) use of any Services other than in accordance with normal operating procedures
as notified to you;
(b) any alterations to any Services made by anyone other than us;
(c) any abnormal or incorrect operating conditions; or
(d) any other hardware or software being used with or in relation to any Services,
unless this has been approved by us or the relevant statutory process of the
connection of apparatus to public communications networking.
9.5 We hereby exclude all conditions and warranties, other than those expressly
set out in this Agreement, including any warranties implied by law if and to
the extent such warranties and conditions implied by law can be lawfully excluded.
For the avoidance of doubt and without prejudice to the generality of the foregoing,
any terms or conditions implied by Section 39 of the Sale of Goods and Supply
of Services Act, 1980 are hereby excluded to the extent that is fair and reasonable.
10. Assignments
10.1 This Agreement is personal to you and therefore it may not be assigned
or transferred by you to any other person without our prior written consent.
We have the right to assign both the benefit and burden of this Agreement as
part of a business reorganisation together with any associated rights of access
and installation at any time to any company or person and you hereby consent
to such assignment
11. Changing of Terms and Conditions and Pricing
11.1 We reserve the right to change the terms and conditions of this Agreement
and/or the Services which we provide to you in the event that;
11.1.1 ComReg or any other Competent Authority makes any direction or order
recommending or requiring any technical modifications or changes in our trading,
operating or business practices or policy; or
11.1.2 we reasonably determine that any technical modifications to the Network
or change in our trading, operating or business practices or policy is necessary
to maintain the Services which we provide to you.
11.2 We may, at our sole discretion and without prior notice, change or vary
any Charges or rates affecting the Service. You may contact our Customer Services
department at the number provided to you for the most up-to-date rate information
for all our Services. We shall endeavour to update the Charges or rates affecting
the Services in the website (
www.idteurope.com)
as soon as practicably possible.
12. Unforeseeable Events
Neither party is liable for any breach of this Agreement (except as regard
to your non-payment of charges) which is caused by something beyond their reasonable
control including Acts of God, fire, lightning, extremely severe weather, flood,
a national or local emergency, acts of terrorism, explosion, war, military
operations, civil disorder, damage to the Network, vandalism, sabotage, industrial
disputes or acts of any Competent Authority. If such failure to deliver continues
for more than 3 months after the commencement of such failure, then either
party may terminate this Agreement on notice in writing to the other party.
13. Entire Agreement and No Representations
13.1 This Agreement represents the entire understanding between the parties
in relation to its subject matter and supersedes all agreements and representations
made by either party, whether oral or written. Our resellers are not authorised
to amend this agreement or to agree any term which is inconsistent with this
Agreement.
13.2 The parties acknowledge and agree that:
(a) the parties have not been induced to enter into this Agreement by any representation,
warranty or other assurance not expressly incorporated into it; and
(b) in connection with this Agreement the parties' only rights and remedies
in relation to any representation, warranty or other assurance are for breach
of this Agreement and that all other rights and remedies are excluded, except
in the case of fraud.
14. Severability
If any provision (or part of a provision) is held invalid, illegal or unenforceable
for any reason, it shall be severed and the rest of the provisions in this
Agreement shall continue as if the Agreement had commenced without that provision
(or such part of that provision).
15. Waiver
The failure by either you or us to exercise or enforce any right under this
Agreement shall not be deemed to be a waiver of such right or to bar the exercise
or enforcement of it or any other right.
16. Notices
16.1 Notices given under this Agreement should be delivered by hand or by prepaid
first class post or electronic mail either:
16.1.1 to us: at IDT Phonecards, PO Box 34278, London NW5 1WY, United Kingdom
or to an alternative address notified to you;
16.1.2 to you: at the address specified by you at the time that you purchased
your Credit Voucher or to an alternative address notified to us.
17. Law
This Agreement is subject to the laws of Ireland. The parties hereby submit to
the jurisdiction of the Irish Courts.