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LEGAL WEBSITE DISCLAIMER
This website provides general information about Bluecube Cloud Services Limited (“Bluecube” or “us”) and the services we offer.
The information contained on this website has been prepared solely to provide information about Bluecube Cloud Services Limited and its services. While Bluecube takes reasonable care to provide information which is accurate and up to date on the site, it does not undertake to update or correct such information and reserves the right to change, delete or move any information without prior notice.
Bluecube Cloud Services Limited makes no representation or warranty, either express or implied, as to the accuracy or completeness of any information included on this site. Bluecube Cloud Services Limited does not accept any liability for any loss, howsoever caused, from the use of, or reliance upon, this site or information contained therein.
Should selected products and/or services be offered for sale in designated locations on the site then additional Trading Terms & Conditions will apply to these transactions.
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What information do we collect?
Registration: If you join the Bluecube Cloud Services Limited mailing list or contact us from this site, we will collect your name, company name and address, your email address and other details relevant to your enquiry.
Your use of the site: we will record which services you are interested in and monitor traffic patterns and site use.
Please tell us immediately if any of your personal details (name, address etc.) change, so that we can ensure our records are up to date.
What do we do with the information we collect?
We will use the information to:
- identify users of Bluecube Cloud Services Limited services including the Bluecube Cloud Services Limited mailing list
- process any orders or requests
- enable us to provide you with a better service
- allow us to contact you with information relating to Bluecube Cloud Services Limited
We may monitor your use of our website in order to identify customer preference and track the volume of traffic on particular pages. We may share personal data relating to your use of our web site to companies within the Bluecube Cloud Services Limited group.
We may from time to time use your information to notify you about changes to the functionality of our web site. We may send you offers or information including in relation to products or services offered by ourselves and by other Bluecube Cloud Services Limited group companies which we think you may be interested in.
We may contact you by post, fax, email or telephone. If at any time you decide you no longer want to be contacted by us or to receive offers and information from Bluecube Cloud Services Limited, please send an email to email@example.com and we will remove you from our mailing list.
Disclosures of your information
We will not sell, trade or rent information about you to others. We may pass the information to other companies in the Bluecube Cloud Services Limited group who may use your information to market their products or services.
If you do not wish to receive marketing material, please opt out by mailing us at firstname.lastname@example.org
As we continue to develop our business, we might sell or buy assets. In such transactions, the information we have collected about you will generally be one of the transferred business assets. Also, in the unlikely event that Bluecube Cloud Services Limited or its assets are acquired, this information will of course be one of the transferred assets.
Transferring your information overseas
Please note that information about you will not be transferred outside the European Economic Area.
What about cookies?
You have a right to access the personal data that is held about you. To obtain a copy of the personal information Bluecube Cloud Services Limited holds about you, you should write to us at the following address: The Gateway, Ruston Way, Lincoln, LN6 7GQ, United Kingdom. We are entitled to charge a reasonable fee for this service.
As required by the Data Protection Act 1998 “the Act”, we follow strict security procedures and take appropriate measures to ensure that the information about you is not damaged, destroyed, or disclosed to a third party without your permission and to prevent unauthorised access to it. This means that we may require you to co-operate with our security checks before we can disclose information to you. For the purpose of the Act, the data controller is Bluecube Cloud Services Limited, The Gateway, Ruston Way, Lincoln, LN6 7GQ, United Kingdom.
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You may print or download to a local hard disk extracts for your personal and non-commercial use only. You may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material ‘Bluecube Cloud Services Limited’ and ‘Bluecube’ are trading styles of Bluecube Cloud Services Limited’, whose registered address is The Gateway, Ruston Way, Lincoln, LN6 7GQ. Is registered in England and Wales number 6726232. Our VAT registration number is GB 941 0406 60.
Network Services Terms and Conditions
IF THESE TERMS AND CONDITIONS ARE TOO SMALL FOR YOU TO READ COMFORTABLY PLEASE CALL CUSTOMER SERVICE ON 01522 717750 AND WE WILL SEND YOU A LARGER PRINT VERSION. OUR CURRENT TERMS AND CONDITIONS AND FULL DETAILS OF ALL PRODUCTS AND SERVICES ARE ALWAYS AVAILABLE ON THE BLUECUBE WEBSITE https://www.bluecubecloud.com/ AND ARE DEEMED INCORPORATED HEREIN. THE SERVICES MAY BE PROVIDED TO YOU ON A FREE OR TRIAL BASIS AT THE SOLE DISCRETION OF BLUECUBE.
1. Definitions In this agreement: “Act” means the Communications 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. “Bluecube” means Bluecube Cloud Services Limited whose registered office is at The Gateway, Ruston Way, Lincoln, LN6 7GQ (registered number 6726232) “Commencement Date” means the date when the Minimum Term starts, being the date specified in the agreement between the parties. “Consumer” has the meaning as set out in the OFCOM regulations from time to time and currently means (i) an individual or (ii) a business where no more than 10 individuals work (whether as employees or volunteers or otherwise). “Customer” means the person so named on the agreement. Bluecube reserves the right to deal with anyone reasonably appearing to Bluecube to be acting with the Customer’s authority or permission. “Direct Debit”” means any request(s) for any payment or series of payments by bank direct debit payment method. “Equipment” means any equipment or product (including for the avoidance of doubt mobile telephones) supplied by Bluecube or any third party on behalf of Bluecube 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 in the agreement. “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, line assurance and services provided by us relating to the Internet and any related service provided by Bluecube to the Customer under this agreement.
2. The Services and Equipment
2.1 Save as provided in these terms and conditions Bluecube 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. Bluecube shall only become liable to supply services to the Customer once satisfactory responses to credit checks and criminal bureau checks have been received by Bluecube and (where appropriate) any airtime service provider. Bluecube may monitor and record information relating to a customer’s trade performance and such records may be made available to credit reference agencies, who may share that information with other businesses in assessing applications for credit and fraud prevention.
2.1.1 Out of Hours (OOH) Support Charges will be charged at £65.00 +VAT per 30-minute period of support, unless previously agreed in writing by Bluecube.
2.1.2 Engineer visits during business hours (8.30am to 5.00pm excluding UK Bank Holidays) will be charged at £85.00 +VAT per hour for work within a 30-mile radius of LN6 7GQ. Any visits outside of this radius will be subject to a mileage charge of £0.65p +VAT per mile unless agreed in writing by Bluecube or agreed as inclusive in an IT support agreement signed by both parties.
2.1.3 Bluecube next day delivery will be charged at £13.99 +VAT covering all parcels up to 5kg in weight. Over 5Kg delivery for equipment will be charged at £13.99 +VAT per 5kg in weight. 3rd part collections (to the Bluecube office) will be charged £18.99 +VAT.
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.
2.2.3 not to allow any unauthorised access to the Equipment or the Services.
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 Bluecube 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 Bluecube it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by Bluecube.
2.4 The Customer undertakes to use the Services in accordance with the Act and Bluecube’s acceptable use policy and fair usage policy (as published from time to time at www.bluecubecloud.com) 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 Bluecube’s acceptable use policy.
2.5 Any Equipment supplied by Bluecube further to a rental agreement remains the property of Bluecube 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 Bluecube 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 Bluecube in writing confirmation that the number is live and tested. Bluecube 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. Bluecube will not be liable for any loss or damage should the Service not commence or restart on the agreed date. Where Bluecube is supplying network services as part of the Services the Customer must provide to Bluecube details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. Bluecube will provide network Services through such party as it deems appropriate.
2.8 The Customer shall give Bluecube at least 90 days written notice in the event that above average use of the Services is likely to occur. Bluecube shall not be liable for failure/withdrawal of any part of the Services should such notice not be given.
2.8.1 Bluecube shall not be liable for any loss of business relating to the loss or failure of a Bluecube provided service.
2.9 Bluecube’s acceptable use policy and fair usage policy form part of this agreement and includes any restrictions imposed on Bluecube by the provider to it of the Services and/or Equipment and is designed to protect the level and quality of the services that Bluecube offers to all of its customers and permits Bluecube to regulate the Customer’s use of the Services. The Customer acknowledges that, in respect of any broadband speeds, any speeds quoted by Bluecube are approximate only and that the level of service that can be obtained by the Customer will be dependent on factors outside the control of Bluecube including but not limited to the geographical proximity of the Customer to the local exchange and the quality of the infrastructure serving the Customer’s premises.
2.10 The Customer hereby specifically authorises Bluecube to send/resend CPS during the continuance of this agreement, and hereby waives Bluecube’s obligation to notify it of the same being done. If the Customer wishes to receive such notification then it must so inform Bluecube in writing.
2.10.1 A customer agreement document constitutes a binding agreement when signed by the customer. Unless stated otherwise an agreement acts as a 36 month agreement between the customer and Bluecube with a 90 day notice period thereafter. 2.11 Where Bluecube provides software to the Customer as part of the Services and/or Equipment Bluecube 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. Bluecube does not warrant that the software will be error–free and the Customer hereby agrees to make proper back-ups of all data. 2.12 Where Bluecube incur site survey, provisioning, engineering or other fees (whether its own or to a third party) associated with meeting the customer’s requirements and/or subsequently the line does not become operational for any reason then Bluecube have the right to charge the customer fees of up to £120 +vat per line together with any charges levied on Bluecube by a third party in bringing the associated infrastructure up to the relevant standard. 2.12.1 If the Customer instructs Bluecube to cease or port the provision of any fixed line, virtual service, software license, connectivity service or NGN (non geographic number) service Bluecube has the right to and will charge the Customer a disconnection fee of £99 +vat for each service or number.
2.10.1B On expiry of the periods referred to in the clauses above (as appropriate) the services will, unless terminated in writing on or before the date of such expiry, automatically renew for a further period of the same number of months as the original agreement until terminated pursuant to this agreement. This only applies to business customers with over 10 end users and will be applied to the date of the original agreement document and all subsequent agreements thereafter.
2.1.2 Bluecube will charge an administrative fee of £45 +VAT for each mobile number/service terminated or ported away from Bluecube management.
2.13 Where the Customer is a Consumer the Customer has the right to cancel the agreement within 8 working days of the date of the contract. Cancellation must be made by notifying Bluecube by email at email@example.com. Any services used within this period will be chargeable. Any third party costs incurred by Bluecube within this period at the request of the Customer will be chargeable. Cancellation charges may apply if the service is terminated outside of prescribed timescale. Consumers may have additional rights in respect of contract renewal periods. Please see www.ofcom.org.uk for further information.
2.13.1 Where the Customer is not a Consumer but is entitled or permitted by Bluecube to cancel the agreement during any initial cancellation period, any services used within this period will be chargeable and any third party costs (including cancellation fees) incurred by Bluecube within this period at the request of the Customer will be chargeable. Cancellation charges will apply if the service is terminated outside of prescribed timescale.
2.14 Where the Customer is a Consumer the Customer has the right to take unresolved complaints to an approved Alternative Dispute Resolution agency eight weeks after the complaint was made. CISAS is an independent approved Alternative Dispute Resolution agency which provides this service free of charge. To contact CISAS call Enquiry Phone Number: 020 7520 3827 or Email: firstname.lastname@example.org
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 90 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 Bluecube.
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 Bluecube may terminate this agreement immediately if:
3.3.1 any licence or agreement under which Bluecube or the Customer has the right to run its telecommunications system and in the case of the Customer connect it to the Bluecube system is revoked, amended or otherwise ceases to be valid; or
3.3.2 the Customer is suspected, in the reasonable opinion of Bluecube, of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or
3.3.3 Bluecube reasonably suspects that the Customer is unable to pay or is refusing to pay Bluecube 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 on the Agreement, or if the Customer is in breach of this Agreement. Bluecube 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 a termination fee for each year (or part thereof) for the remainder of the Agreement. For a calculation of the termination fees please visit www.bluecubetele.com/terms_and_conditions Upon termination Bluecube 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: (a) Bluecube shall be entitled to recover from the Customer: (i) the Equipment or cost thereof as appropriate including, where appropriate, but not limited to the cost of installing or removing the Equipment; (ii) all liabilities, claims, costs, losses and expenses incurred by Bluecube (including the initial CPS and engineering costs and of providing the Services); and (iii) all losses suffered by Bluecube by way of third party claw-back where such claw- back is due to the breach by the Customer of this agreement or the third party agreement. (iv) Bluecube reserves the right to charge an administration fee per product or channel. Please visit www.Bluecubetele.com for current rates.
3.7.1 Until such time as the Customer has transferred to a new provider, Bluecube shall be entitled to amend its charges to its standard published usage charges.
3.7.2 Leased lines and certain other services may incur additional charges as a result of third party termination costs incurred by Bluecube. Please enquire for details of applicable 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 Bluecube levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.
3.9 Where the Customer cancels part only of a bundle of Services, Bluecube reserves the right (in addition to its rights under clause 3.7) to charge the Customer for the Services so cancelled in accordance with Clause 3.6 and to amend charges to the Customer for the remaining Services to its standard rates.
4. Access to premises
4.1 To enable Bluecube to comply with its obligations under the Agreement:
4.1.1 the Customer shall allow or procure permission for Bluecube and any other person(s) authorised by Bluecube 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 neighbouring premises as Bluecube reasonably requires and shall at all times provide such reasonable assistance as Bluecube requests.
4.1.2 Bluecube 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 Bluecube carries out work outside its normal working hours the Customer will be responsible for Bluecube’s reasonable additional charges.
4.1.3 unless otherwise agreed the Customer shall at its own expense carry out such site preparations as Bluecube may reasonably require. Where a site survey is carried out the costs thereof and of any required work identified in the site survey shall be borne by the Customer.
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, Bluecube will charge for the work and the costs incurred.
4.3 The Customer hereby duly authorises Bluecube, 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 maintainer and not Bluecube, Bluecube will pay a maximum contribution of £100.00+vat towards any charges raised by the Customer’s existing maintainer. The Customer to pay all other costs.
4.4 Where BT Openreach charges Bluecube for repairs (and/or engineering call out), and the fault is due to damage to the Customer’s equipment, Bluecube reserves the right to invoice the Customer for the amount of such BT Openreach charge together with an administration charge of £25 +vat.
4.5 Where required by Bluecube, the Customer shall ensure that environmental conditions are maintained for Equipment.
5. Charges and Payment
5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of Bluecube Telecom and unless otherwise specified in writing by Bluecube the Customer agrees to pay Bluecube’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of Bluecube 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 Bluecube 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 Bluecube at email@example.com with full account details. There will be a minimum monthly usage charge and low usage charge for each Service as set out in Bluecube’s price list from time to time. Usage charges payable shall be calculated by reference to any data recorded or logged by Bluecube or its service carrier and not by reference to any data recorded or logged by the Customer. Bluecube shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to Bluecube 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 Bluecube shall be paid within 7 days of the date of Bluecube’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 Bluecube (such failure to pay being a material breach of this agreement), Bluecube may charge the Customer (i) an administration fee of £15 +vat and/or statutory compensation at the prevailing rate and (ii) interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Barclays Bank 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 Bluecube.
5.5 The Customer agrees to pay Bluecube in full without any set-off all sums due to Bluecube under this Agreement.
5.6 Bluecube 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 Bluecube to vary the amount, frequency and time of any Direct Debit to such level as Bluecube 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 Bluecube and/or (c) to such other operational matter affecting the Services as Bluecube 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, Bluecube shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay Bluecube an administration fee of £25 +vat. 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 Bluecube to terminate this Agreement immediately. Invoices paid by credit card incur an additional £5 +vat 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 Bluecube 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 Bluecube and remains at Bluecube’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 Bluecube, 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 Bluecube 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.bluecubetele.com and continued use of the Service is deemed acceptance of these changes.
5.12 Any calls that are routed by any means beyond the control of Bluecube and for which you are invoiced by another provider will remain the responsibility of the customer.
5.13 Should a Consumer fail to renew their Agreement prior to the Minimum Term, Bluecube reserves the right to set the tariff to standard rates (for current standard rates please see www.bluecubetele.com).
6. Suspension of the Services
6.1 Bluecube shall be entitled, for business, operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on Bluecube 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 Bluecube 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 Bluecube 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 Bluecube 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 Bluecube 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 Bluecube, whichever is the lower, then Bluecube 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 Bluecube shall deem to be reasonable. If payment is not made forthwith by the Customer, Bluecube 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, Bluecube 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 Bluecube, sufficient to make provision of the Services viable for Bluecube.
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, Bluecube 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 Bluecube 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 £10,000 for any one incident or series of incidents and £20,000 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.
7.6 Controlling unauthorised access (including fraudulent access) to PABX, trunking or other equipment or resource shall be the sole responsibility of the Customer. Bluecube shall have no responsibility whatsoever for any such access, or for the bills resulting from such access (which shall remain the Customer’s obligation). The Customer acknowledges that the Service known as “fraud monitor” is not a fraud prevention system and does not prevent unauthorised access to the Equipment. Bluecube advises the Customer to obtain proper security advice with regard to its PABX, trunking or other equipment or resource.
8. Mobile Services
8.1 In respect of Mobile Services and unless Bluecube 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. Bluecube shall assist the Customer wherever possible in the management of the airtime service agreement.
8.2 If Bluecube 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 agreement served at the date of the claim.
8.3 Bluecube 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 Bluecube against any such claw-back and immediately on demand pay to Bluecube an amount equivalent to that clawed-back.
8.4 Where it is agreed that Bluecube 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 Bluecube such evidence as Bluecube 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. Bluecube 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.
8.9 The Customer agrees that Bluecube shall not be liable for any loss or costs suffered by the Customer:
8.9.1 following any loss by the Customer of Equipment and/or the unlawful use thereof by a third party.
8.9.2 resulting from loss of network service or other network issues (including the porting of numbers).
8.10 The Customer shall be liable for the costs incurred by Bluecube of obtaining PAC, MAC or similar codes required for the transfer of the Services.
9.1 Bluecube reserves the right to change the provider of the Services to it at any time; further Bluecube 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.Bluecubetele.com) 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 Bluecube’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 Bluecube trademarks) 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 Bluecube or varied orally and then confirmed in writing by Bluecube. 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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