1. TERM
1.1
The terms of this Schedule 3 shall apply to the provision of landline calls and inbound solutions and must be read in conjunction with the CFA.
1.2
The Minimum Term shall be the period beginning on the Commencement Date and ending on the fifth anniversary of the Commencement Date, unless otherwise specified in the CFA.
1.3
Subject to paragraph 1.4, the Contract may be terminated by either party giving to the other party not less than 90 days’ written notice, and if no such termination is effected, the Contract shall automatically continue for an additional term of 12 months (“Additional Term”) following the end of the Minimum Term. Any notice given under this paragraph 1.3 must terminate upon the expiry of the Minimum Term or any Additional Term.
1.4
In the case of any Consumer or Small Business Customer, any renewal of the Additional Term shall be subject to DuoCall first obtaining from the Consumer or Small Business Customer (as the case may be) their express agreement thereto in relation to each Additional Term to be entered into.
2. PAYMENT
2.1
DuoCall reserves the right to charge to the Customer an administration fee of £5 for each payment made to DuoCall other than by way of direct debit. DuoCall may increase such administration fee from time to time to reflect any increases in administration costs with or without notice.
2.2
If the Customer fails to make any payment due to DuoCall by its due date, DuoCall reserve the right to require to Customer to enter into a direct debit arrangement for the rest of the duration of the Contract. If the Customer refuses to set up a direct debit upon notification by DuoCall within a reasonable amount of time, this will constitute a material breach of the Contract.
3. CALLS
3.1
The following provisions of this paragraph 3 apply where the Deliverables include the provision by DuoCall of a Calls service.
3.2
Calls are charged at the rates set out in the CFA or, if no rates are specified in the CFA, calls will be charged at DuoCall’s standard tariff prices from time to time in force, details of which are available on request.
3.3
If the Customer terminates the receipt of the Calls service before it is entitled to do so under paragraph 1.3, the Customer will pay to DuoCall a termination charge, which will be the greater of:
3.3.1
£99; and
3.3.2
an amount equal to the mean monthly Call charges payable by the Customer in respect of each of the last three complete calendar months during which the Calls service was provided or, if the Calls service has not been provided for three or more complete calendar months, an amount equal to four times the mean weekly Call charges payable by the Customer then the mean will be calculated on a weekly basis and the amount payable will be equal to four times the mean monthly Call charges payable by the Customer in respect of each complete week (Sunday to Monday inclusive) during which the Calls service was provided such average weeks.
The Customer acknowledges that this termination charge is intended to place DuoCall financially in the position that it would have been in if the Calls service had been provided for the full Minimum Term or Additional Term (as the case may be), and represents a genuine pre-estimate of the losses which DuoCall will incur as result of early termination of the Calls service. It is not intended in any respect to be punitive in nature.
This termination charge is due immediately upon the effective date of termination of the Calls service, and is payable in addition to any other monies payable under the Contract.
4. INBOUND SOLUTIONS
4.1
The following provisions of this paragraph 4 apply where the Deliverables include the provision by DuoCall of Inbound Solutions services.
4.2
The fee for the Inbound Solutions service is the monthly service fee set out in the CFA.
4.3
If the Customer terminates the Inbound Solutions service before it is entitled to do so under paragraph 1.3, the Customer will remain liable to pay the monthly service fee until the end of the Minimum Term or the current Additional Term, as the case may be, or £99, whichever is the greater. This monthly service fee is payable in addition to any other monies payable under the Contract.
5. OTHER OBLIGATIONS
5.1
The Customer must:
5.1.1
not transfer, agree or otherwise attempt to transfer any number provided for use as part of the Deliverables;
5.1.2
not allow any alternative supply to override or bypass DuoCall’s service or systems through any other exchange or installation of equipment;
5.1.3
provide any site conditions reasonably required by DuoCall, including electricity supply connection points and terminals; and
5.1.4
ensure that any Customer Materials meet any relevant legal requirements or standards and are approved by the relevant network for connection to that network, removing any non-compliant equipment or allowing DuoCall to remove any non-compliant equipment on the Customer’s behalf.
