MessageBase Service Terms & Conditions of Service Subscription Agreement
(The Agreement)

Transforce Limited trading as MessageBase Service through websites at www.messagebase.com, www.messagebase.co.uk and its related websites, hereafter to be referred to as 'MessageBase', supplies its services (not exclusive to but inclusive of call answering, sales lines, message forwarding, mail forwarding and other mailing / fulfilment related services, provision of telephone number allocation and facsimile services) operates under the following terms and conditions.

MessageBase reserves the right to add to and amend these terms and conditions from time to time as may be required. These MessageBase terms and conditions supersede any terms and conditions previously imposed by The Client or MessageBase. MessageBase agrees to provide full up to date copies of this Agreement via our website at www.messagebase.com. Copies of these terms and conditions and Agreements may be requested in writing or by electronic mail to our notified office address.

Any Company or person undertaking use of any aspect of MessageBase services, hereafter referred to as The Client, for personal or business use or on behalf of a third party, is bound by these terms. Breach of this agreement may result in suspension or termination of all, or part of the services provided, without notice.

General Terms

1. Free Trial Period for Telephone Services

When undertaking services with MessageBase, The Client may be eligible for a free trial. Unless otherwise given expressly in writing, the MessageBase call answering service offers a Free Trial Period of two weeks.

The free trial includes:

• The provision of an exclusive DDI (Direct Dial Number) that can be utilised for the transfer of an existing number or as a primary contact number. This DDI provided will be directly linked to the MessageBase Centre Switch. Divert availability may vary from one network provider to another.
• Two weeks subscription fee or standing charge fee at no cost (fee amount is dependant on the package selected)
• Waived or reduced set up fee (fee cost dependant on the package selected)
• Credit deductible for calls and messages up to the value included in the trail package. All call/message or text charges over and above this allocated amount will be chargeable.
• Service will be provided during MessageBase Standard Service Hours (0830h to 1800h, Monday to Friday excluding public holidays in England & Wales)

Free Trial Periods are available to new clients only. Clients opening multiple accounts will only be entitled to trial credits on the first/primary account. Cover for holiday absence is not included in the free trial - the charges for MessageBase holiday cover are available on request.

MessageBase cannot guarantee that free trial periods or credits can be reapplied or restarted in the event of technical difficulty that is an external service affecting fault, including network incompatibilities and third party errors. It is The Client's responsibility to ensure that the facilities required to enable MessageBase to provide the service are available before commencing the Free Trial Period.

The free trial incurs no further obligation from The Client. Cancellation may be made at any point during the two weeks from the point of registration / signup by giving written notice by a recorded means to the MessageBase office. Where no cancellation is received within the free trial period, accounts will continue to be charged at the 'Standard tariff' rate when the period has expired.

A deposit may be required against call transfer charges, NGN charges or where the supply of hardware devices is included in the service agreement.

2. Product Offerings and Product Specific Service Levels for telephone services

Based on The Clients choice of service level, MessageBase agrees to provide one or more of the following:

• Message forwarding via email
• Message forwarding via SMS text message
• Call transfers to a nominated number(s)

The Client acknowledges that MessageBase is a message taking facility and whilst MessageBase will always endeavour to comply with client requests, and may agree to trial certain additional services that are within our capacity to do so, service levels in this circumstance cannot be guaranteed. The Client understands that MessageBase accepts no responsibility for direct or indirect loss of earnings as a result of errors.

The Client accepts that by undertaking certain services, namely the SMS text messaging facilities, message content may be restricted due to predetermined parameters set by the various network providers.

The Client accepts that the subscription agreement is for an initial minimum period of six months or twelve months in the case of special offers and when the supply of hardware devices is included in the service agreement. Following this initial period and unless terminated in writing, the agreement shall be extended for a further one month and so on at the end of each one month period.

The Client accepts that calls will be taken by MessageBase between the hours of their selected subscription/service level. It is The Clients responsibility to ensure that provision is made for call answering during the required times. MessageBase holds no responsibility for calls outside of Standard Service Hours  (0830h to 1800h, Monday to Friday excluding public holidays in England & Wales) unless MessageBase has previously put in place the service extension required at the request of The Client. Only the 24/7 Extended Service Option covers bank holidays, all other tariffs exclude bank holidays. Changes to service hours can be made by subscription to the service level required.

MessageBase agrees to employ continued quality control and monitoring of its network, service providers and systems in so far as is reasonably necessary in order to maintain service levels. MessageBase and The Client acknowledge that from time to time anomalies as a result of human error and technical faults may occur. MessageBase agrees to endeavour to keep disruption to services to a minimum. The only exception to this is a Force Majeure event including, fire, communication line failures, power failures riots, terrorism, war, strikes, epidemics, natural disasters or anything beyond MessageBase control.

Whilst MessageBase will make every reasonable effort to ensure that staffing levels match The Client's call volumes, MessageBase cannot offer any guarantees relating to staffing levels. The Client will ensure that MessageBase is made aware of any expected increase to call volumes within a time scale that will allow MessageBase to provide sufficient training to its operators to enable them to handle said calls.

All MessageBase calls will be answered based on the information given to MessageBase by The Client either at the point of subscription agreement. The Client undertakes to provide sufficient information in the format requested. Any required training over and above MessageBase in-house training, will be paid for by The Client. Costs for additional training will be offered by MessageBase and will be payable in advance.

The Client accepts that not every call will result in a message and that some callers will leave insufficient information for a complete message to be sent. MessageBase will make all reasonable efforts to filter unwanted calls.

3. Charges and Pricing

MessageBase reserves the right at any time, without prejudice or prior notice, to make amendments to the pricing structure of any or all of its services. MessageBase will make reasonable efforts to make The Client aware of these changes.

Current service charges and prices for telephone services will be provided upon written request. New and returning Clients may choose from MessageBase current service structure. Service charges cannot be backdated. Multiple account discounts may however be available to approved clients. Full service structures for call answering and additional services are also available by written or email request to the MessageBase office.

The Client understands that in the following instances, their network provider may charge for call time accumulated in addition to other charges:

• For the diverted part of the call when re-routing calls
• For accessing voicemail services
• Whilst roaming

MessageBase will not be held liable for any additional charges levied by network providers and recommends that all clients request full charging structures from their network provider before entering into this Agreement.

All MessageBase, any third party and any service provider’s services are chargeable. This includes, but is not limited to every SMS sent from MessageBase to The Client. MessageBase reserves the right to charge for undelivered SMS messages, except for where the failure is shown to be through the sole fault of MessageBase. All calls are chargeable regardless of whether said call resulted in a message being sent to The Client unless otherwise notified.

Clients can upgrade their account at any point during a billing month resulting in a pro-rata charge for each tariff on their next invoice. All accounts must remain on the higher tariff for a minimum period of 1 month before any downgrading can occur.

All quotations for mailing, bespoke systems or other services are valid for 15 days only. MessageBase reserves the right to change the quotation at any time. The Client shall be responsible to MessageBase for ensuring the accuracy of the details specified in MessageBase quotation/estimate. All estimates are based on information, data and collateral being compatible with MessageBase systems and machinery / equipment. If The Client supplies anything that is incompatible, MessageBase reserves the right to surcharge any additional costs at standard rates without informing The Client or refuse to accept the data, goods or collateral in question.

A monetary deposit may be required against call transfer charges, NGN charges or where the supply of hardware devices is included in the service agreement. This deposit may be equal to one month or more of the estimated billing amount. MessageBase reserves the right to request additional levels of monetary deposit dependent upon changes to The Client’s total monthly MessageBase billing or for any other reason.

When The Client completes The Agreement via paper based systems or via any on-line facility or The Client starts trading with MessageBase, this constitutes acceptance of MessageBase terms and conditions. MessageBase reserves the right not to begin work until any specified sign up process is completed.

4. Registration

Clients completing the subscription registration confirm that the information they have provided and will continue to provide is true, accurate and complete information about them and agree to inform MessageBase if that information changes. If it is shown or MessageBase reasonably suspects that The Client has not done this, MessageBase may suspend or terminate your Agreement and refuse use of services. MessageBase will treat any confidential information with care and will only use your information in accordance with these terms. The Client should note in particular, that these terms will allow MessageBase and any service providers to process The Clients service agreement and user data and to receive and deliver the content.

During subscription registration, MessageBase reserves the right to conduct certain security checks. Clients may be requested to provide copies of documentation such as proof of billing address. If MessageBase does not receive proofs or is not confident with the results of these checks, MessageBase reserves the right to suspend / terminate any account within 7 working days of the first day of registration. Unless otherwise expressly granted through written authorisation, these identity confirmation documents must include one or more of the following:

• A utility bill showing both Client (whether an individual or on behalf of a Company) name and billing address
• A copy of the individual / Company headed paper also with their billing address.
• Passport and / or driving licence with photo-identity.

Clients may be required upon registration to provide one or more payment methods. MessageBase reserves the right at any point to refuse registration if valid payment details are not provided in accordance with these terms.

Except where express written authorisation otherwise states, the point of subscription agreement of the MessageBase Service or parts of the service thereof and the terms of this agreement will be deemed to have been accepted when a full electronic or paper based subscription agreement (The Agreement) has been received and accepted by MessageBase. Acceptance is to be the date on which one or multiple unique DDI (Direct Dial-In numbers) have been allocated to The Client. Where services not requiring the provision of DDI numbers are requested, account generation will be at the point where client bank and direct debit instruction details are processed by MessageBase.

5. Billing

The Agreement comprises any MessageBase service product, service packages and any additional charges and are payable monthly in advance by Bank Direct Debit Instruction on or after the 1st day of every month.  Additional services billed monthly in arrears.  These additional services will be collected by direct debit on or after the 21st  day of each month.

Unless otherwise expressly agreed through written authorisation, the billing period will be on a month to month basis. Invoices will be produced on a monthly basis accordingly to reflect this charging period.

By supplying credit card and bank details The Client accepts and agrees to allow MessageBase to take monies for all outstanding monies owing. Failed transactions due to insufficient funds or invalid / cancelled details will incur an administration fee of £25 per failed transaction. Non-automated payments will incur an administration fee of £5 per transaction. MessageBase also reserves the right to hold deposits for call transfer charges, NGN charges or other services provided by third party service providers and when the supply of hardware devices are included in The Agreement.

Where the Client has failed to make a payment under this clause 5, the Client shall have one (1) month to remedy such failed payment, and, if not remedied within that time, MessageBase may terminate this Agreement by notice in writing to the Client.

It is the responsibility of The Client's to ensure that all billing details, including address, are kept up to date. Any amendments to details must be made at least five (5) working days before the end of the billing month in writing. Changes to bank / card details must be submitted at least ten (10) working days before the date shown on the invoice. Late amendments of these details may result in failed transactions and incur an administration fee.

All late payments will be subject to 4% compound interest over the Barclays Bank PLC Base Rate on a daily basis. All costs of recovery will be paid for by The Client, including the administrative costs of recovery. MessageBase reserves the right to charge administration fees for recovery of all late payments.

6. User Conduct

All information, text, sound or messages ("Content") are the sole responsibility of the originating person. MessageBase is not responsible for the Content of messages or any other activities conducted through any MessageBase service provided under the terms of The Agreement.

MessageBase reserves the right to terminate The Agreement if in the reasonable opinion of MessageBase it considers that any service provided to The Client has been used for the purpose of violating any law. In addition if MessageBase have any reason to believe that The Client has (or allowed to be) used any service to harass, threaten, embarrass or cause distress or discomfort to any person or transmit Content that we consider to be unlawful, harmful, threatening, abusive, defamatory, vulgar, obscene or racially, ethnically, sexually or otherwise objectionable; transmit any Content that infringes any rights of confidence, trade marks, copyright, or other proprietary rights or intellectual property of any party; impersonate any person or manipulate identifiers to disguise the Content origin; or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation. We do not permit the use of the services to send unsolicited marketing material. If you send or allow to be sent any unsolicited marketing message using the services we reserve the right to charge you up to £25 for each such unsolicited message.

7. Cancellation

Unless otherwise stated through express written agreement, the following applies to all accounts:

• Cancellation for inbound telephone services will be accepted at any point within the Free Trial Period of two weeks from the point of registration by giving written notice. Where no cancellation is received within this time period, charges will accrue at the selected service rate from the end date of the Free Trial Period.
• At the end of the Free Trial Period the minimum cancellation notice period is six or twelve months from the next billing date. Cancellations after the minimum cancellation period will result in invoices will be produced for the final subscription and for the final services after the expiry of a further month. All outstanding sums at this point must continue to be paid accurately and expediently complying with the terms of this Agreement. Cancelled direct debit instructions before the final billing date may result in an administration charge being applied.
• Termination and notice terms are subject to contract turnover. Following the initial period, for clients with an average annual turnover figure equivalent to up to £1200 per annum, termination by either party must be not less than one full calendar month. For contracts equivalent to turnover of greater than £3000 per annum but less than £20,000 per annum, the minimum notice period is 3 months and for contracts in excess of £20,000 per annum the minimum notice period is 6 months. If The Client does not wish to continue dealing with MessageBase during the notice period then a sum equivalent to 1, 3 or 6 months (as per above criteria) must be paid in full to MessageBase in lieu of the notice period or balance of notice period if some of the notice period is remaining. This calculation will be based on the previous 6 months of billings, or if this is not representative of The Clients' typical usage of MessageBase services, the average billings of the previous 12-month period will be used.
• Signed documentation to serve notice must be sent via recorded delivery or email for the avoidance of all doubt. Electronic facsimiles will not be accepted.
• The monthly fees and additional services will continue to be invoiced and due for payment until the termination notice is received in the format stated in these terms and conditions and the notice and billing periods have expired.

8. Personal Data

(a) Data Protection Laws

Where either party collects, receives from and/or processes any personal data, as that term is defined under the UK Data Protection Act 1998 or any subsequent UK legislation, in connection with this Agreement (“Personal Data”), including any data collected or received from third parties who call or leave messages via the MessageBase service, it shall comply with all applicable data protection laws at all times.

(b) Processing

Each of the parties shall maintain any Personal Data in confidence, and shall only collect and process (including disclose) any Personal Data where it is reasonably necessary for the purposes of complying with this Agreement and shall not process the Personal Data further

for any other purpose or in any other manner, except where such further processing is required by any data protection law or other applicable law.

(c) Disclosure

MessageBase may disclose such Personal Data to network or service providers as is reasonably necessary to fulfil the technical and operational aspects of this Agreement. In all other cases, where either party discloses the Personal Data to a third party (including third-party agents acting on behalf of either party), it shall only do so with the prior consent of the other party and where the third party agrees to be bound by obligations which are no less onerous than the obligations applicable to the parties under this Agreement, excepting such disclosures to third parties that are required by data protection law or applicable law.

(d) Measures

Each of the Parties shall ensure technical and organisational measures are adopted to protect Personal Data held by it against accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access and against all other unauthorised or unlawful forms of processing.  Each party shall inform the other in writing within three (3) business days of any accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access to the Personal Data.

(e) Termination

On termination of this Agreement, each party shall, within ten (10) business days of any request by the other party, send to the other party all Personal Data held by it on behalf of the other party, together with all copies in any media of such data or destroy the same, unless it is required, by any data protection law or applicable law to retain such data or a part thereof.

9. Mailing and Fulfilment

Mailing and fulfilment clients are required to have their own postage accounts or pay a deposit and if MessageBase agrees at any time to forward mail or send out a mailing on the MessageBase postal account, cleared funds must be in MessageBase bank account prior to the mailing being commenced.

MessageBase accepts fulfilment materials delivered to it’s offices on behalf of The Client. Deliveries will be accepted as 'unchecked' as accurate quantity and quality cannot be evaluated at point of delivery. MessageBase will not accept any liability for discrepancies relating to deliveries and no liability for goods in storage. MessageBase reserves the right to refuse goods that have not been booked in, in advance or arrive in an unsafe manner. Clients must arrange their own insurance. The Client shall be required to approve the layout and contents of all mailings in writing and MessageBase shall have no liability whatsoever in respect of the quality or content of any goods so approved. Any changes requested will not be accepted verbally and must be accompanied by written, dated and signed instructions. It is The Client's responsibility to ensure that these have been received.

Time scales agreed with clients are subject to change if any components of the mailing or data is not delivered in full as agreed, they are not as specified or any problems arise which affect the timing of the job or if The Client makes any changes not detailed in the Purchase Order. The job will be rescheduled at the next available time. If a client is not happy with their scheduled time and requires MessageBase to extend staff rotas to fulfil the job, MessageBase will endeavour to arrange additional work time where possible. This may incur additional costs to The Client as quotations are all based on schedules within Standard Service Hours.

MessageBase must have at least 24 hours notice (and before 1400 hours), excluding bank holidays and weekends, to book weekday postal pick-ups. No pick up will be booked until all of the components of the mailing are received and all details are finalised. All mailings will be sent using Royal Mail second class mail unless otherwise specified. All overseas mailings will be sent 'unsorted' unless otherwise specified

The Client shall indemnify MessageBase against all and any cost, claims, liabilities and expenses suffered or incurred by it as a result of any goods or items being mailed containing material of an offensive nature.

MessageBase will hold materials on behalf of a client free of charge providing that it is for a recent or pending mailing job for up to two weeks. Clients with ongoing mailing jobs or fulfilment will be charged for storage - rates are available on request.

10. Confidentiality

All confidential information disclosed by either party, including Personal Data, shall remain strictly confidential and shall not be disclosed by the recipient party to any third party, unless so required by applicable law or as necessary to perform obligations under this Agreement. In this clause 10 (Confidentiality) the term “Confidential Information” shall mean any and all materials and information of a party or its affiliates, constituting or concerning know-how, trade secrets, products, processes, services, contracts, employees, business methods or practices, client and customer lists, pricing techniques and information, financial information, intellectual property rights or ideas which, at the time or times concerned, are not generally known to third persons and which relate to any one or more of the aspects of the business of such party or its clients or customers and such other information as may be proprietary or confidential in nature or is identified by such party as confidential.

11. Indemnity

The Client hereby agrees to indemnify MessageBase and keep it indemnified at all times for any losses (excluding indirect losses), damages, claim or demand, including reasonable legal fees, resulting from, or connected to, any  death, illness or injury to any person or for any loss or damage to any third party’s property arising out of any negligent act or wilful default on the part of the Client, its employees, agents, contractors and sub-contractors under this Agreement”.

MessageBase hereby agrees to indemnify the  Client and keep it indemnified at all times for any losses (excluding indirect losses), damages, claim or demand, including reasonable legal fees, resulting from, or connected to, any  death, illness or injury to any person or for any loss or damage to any third party’s property arising out of any negligent act or wilful default on the part of MessageBase, its employees, agents, contractors and sub-contractors in the performance of its obligations under this Agreement”.

12. No Resale of Services

The Client agrees to not reproduce, duplicate, copy, sell, resell, make available for gain or exploit for any commercial purposes, any portion of the services, use of the services, or access to the services.

13. General Practices Regarding Use and Storage

MessageBase may establish general practices (and change such practices without notice) and limits concerning use of the Services, including, without limitation, any fair use policies to be implemented by MessageBase, the maximum number of days that messages or other uploaded content will be retained by us. MessageBase take no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the services. MessageBase will not hold mailing data or materials any longer than four weeks beyond the mailing date supplied by The Client.

14. Modifications to Services

Subject always to clause 3 (Charges and Pricing), MessageBase may make reasonable modifications to the supplied services (or any part of them), without notice to the Client. However, if MessageBase wish to discontinue or reduce the supplied services (or any substantial part of them), MessageBase must give the Client not less than one (1) months prior written notice.

15. Technical and other Support Services

Support services are not included in any subscription agreement price.  Unless specifically, included in any additional service prices support for IP telephony equipment, data services, Out-of-Area (OoA), SIP and non-geographic numbers (NGN) including any re-configuration of services or equipment, change of location or the destination of OoA, Sip or other numbers is not included in any part of The Agreement.

16. Termination

In addition to the specific rights of termination mentioned elsewhere in this Agreement, MessageBase may terminate this Agreement for any or no reason, provided it gives the Client not less than one (1) months prior written notice. Upon termination of the Agreement, the Client shall have one (1) month to make any outstanding payments, following which the Client’s liability to MessageBase shall cease

17. MessageBase Proprietary Rights

MessageBase services and any software or hardware used in connection with the services ("Software") contain proprietary and confidential information that is protected by intellectual property and other laws. The Client acknowledges and agrees that content contained in information presented to you through the services may be protected by copyright, trademark, patents or other proprietary rights and laws. The Client or any third party may not copy, modify, rent, lease, loan, sell, distribute or create derivative works based on content you receive (other than for forwarding messages) or the Software, in whole or in part. The Client may not access the services by any means other than through the interface that is provided by MessageBase for use in accessing the services.

Hardware supplied as part of the service subscription agreement at all times remains the property of MessageBase. The Client should ensure the safe keeping and necessary insurance of any hardware so supplied.

18.  Employees & Employment

(a) Employees of the Client

Concerning any applicable employment regulations, MessageBase shall assume no liability for all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Client including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:

(i) the termination by the Client of the employment of any employee forming part of an organised grouping of employees whose principal purpose was to provide functions reasonably similar to the services to be provided by MessageBase under this Agreement (the “Transferring Client Employees”);
(ii) anything done or omitted to be done in respect of any of the Transferring Client Employees which is deemed to have been done by the Client or MessageBase by virtue of applicable employment regulations; and 
(iii) any claim made at any time by any employee of the Client and the Transferring Client Employees who claim to have become an employee of or have rights against MessageBase by virtue of the applicable employment regulations.

(b) Employees of MessageBase

The parties agree that, subject to the terms of this Agreement, MessageBase may be replaced as the supplier to the Client of the services contemplated by this Agreement, whether by another third party to the Client (a “Replacement Supplier”), or by the Client itself. In this situation, certain employees of MessageBase may form part of an organised grouping of employees whose principle purpose is to provide functions reasonably similar to those functions to be transferred to a Replacement Supplier or to the Client (the “Transferring MessageBase Employees”). In this situation, the Replacement Supplier or the Client, as the case may be, could inherit certain liabilities in respect of the Transferring MessageBase Employees under applicable employment regulations.

Accordingly, MessageBase shall assume no liability for all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Client including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:

(i) MessageBase failure to perform and discharge any obligation with respect to the Transferring MessageBase Employees;

(ii) anything done or omitted to be done in respect of any of the Transferring Client Employees which is deemed to have been done by the Client, a Replacement Supplier or MessageBase by virtue of applicable employment regulations;

(iii) all and any claims in respect of all emoluments and outgoings in relation to the Transferring MessageBase Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise);

(iv) any claim arising out of the provision of, or proposal by, MessageBase, a Replacement Supplier or the Client to offer any change to any benefit, term or condition or working condition of any Transferring MessageBase Employee; and

(v) any claim made by or in respect of any person employed or formerly employed by MessageBase, other than a Transferring MessageBase Employee, for which it is alleged the Client or any Replacement Supplier may be liable by virtue of this Agreement and/or any the applicable employment regulations.

Where the Contracts (Rights of Third Parties) Act 1999 shall apply to this clause 18(a) (Employees of the Client) and 18(b) (Employees of MessageBase) and any Replacement Supplier shall have no right to enforce any obligations and indemnities under this clause 18(b) (Employees of MessageBase) and 18(b) (Employees of MessageBase) pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999.

(c) Employment

The Client agrees that during a period from the commencement of work in relation to the supply to twelve months after its completion in accordance with The Agreement, it shall not employ or engage on any other basis any MessageBase staff associated with the provision of the services without the prior agreement of MessageBase in writing

. 
19. Service Levels and Disclaimer of Other Warranties Terms and Conditions

The Service requires that your Network Service Provider supports call diverts (or call forwarding). The Service requires that you caller line identification is available to MessageBase. When roaming abroad certain mobile networks may not be compatible with your home network's text message service limiting the ability to deliver text messages to you. MessageBase assumes no responsibility for the deletion, miss-delivery or timing.

The services are provided on best endeavours basis and MessageBase hereby disclaim all other warranties, terms and conditions whether express or implied, including, but not limited to implied warranties terms or conditions concerning merchantability, satisfactory quality or fitness for purpose. MessageBase assumes no responsibility for the deletion, miss-delivery or for failure to store any content. MessageBase makes no warranty that the services will be uninterrupted or error free.

20. Limitation of Liability

MessageBase does not control the Content transmitted through the services. By using the services you may be exposed to content others send that you find offensive, indecent, or objectionable. MessageBase is not liable for content, including, but not limited to, any errors or omissions in any content even if it arises through MessageBase negligence or for loss or damage of any kind incurred as a result of the use of any content. MessageBase is not liable for indirect loss or for loss of profits, goodwill, time, use, data or other intangible losses (even if advised of the possibility of such damages), whether arising through breach of contract tort or otherwise, resulting from: (i) the use or the inability to use the services; (ii) the cost of procurement of alternative services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party transmitted through the services. MessageBase cannot accept any liability for any third party transaction, which MessageBase arranges on behalf of The Client. Any disputes must be taken up with the third party. The Client shall indemnify MessageBase against all and any cost, claims, liabilities and expenses suffered or incurred by The Client as a result of this business relationship. MessageBase liability arising out of or in relation to this agreement, whether arising due to breach of contract tort or otherwise, is limited to the greater of (a) the amount of fees The Client pay to MessageBase in the 3 months prior to the action giving rise to liability, or (b) £50. MessageBase is not liable for any failure to perform its obligations when that failure is caused by events beyond its reasonable control ("Force Majeure").

MessageBase cannot accept any liability for any third party transaction, which MessageBase arranges on behalf of The Client. Any disputes must be taken up with the third party. The Client shall indemnify MessageBase against all and any cost, claims, liabilities and expenses suffered or incurred by The Client as a result of this business relationship. The Client is wholly responsible for compliance of any legislation and takes full responsibility for data compliance.

Whilst every reasonable effort is made to ensure that staffing requirements match The Clients' call volumes or mailing requirements, MessageBase cannot offer any guarantees on staffing levels. MessageBase reserves the right to call record from time to time for quality control monitoring.

The Client undertakes to provide sufficient information in the format requested or initial training to MessageBase personnel where applicable, for example on outbound campaigns to enable the MessageBase Operators to carry out their role. Any training over and above MessageBase in house training will be paid for by The Client and these costs will be agreed in advance. MessageBase will advise The Client regarding the information that is required to fulfil the role and the parameters of the service. MessageBase is a message taking service and all information and other facilities reasonably requested by MessageBase to enable it to perform the Services shall be supplied by The Client within reasonable time-scale and any information or data supplied by The Client shall be accurate and sufficient to enable MessageBase to perform the Services as agreed. The Client maintains responsibility for full payment of services in the event of a delay in providing or failure to provide the necessary information and facilities.

MessageBase accepts no liability whatsoever for the content of any communication on behalf of The Client either verbal or written. MessageBase will use its best endeavours to represent your organisation in a professional manner.

MessageBase agrees to provide The Client with message taking/order taking/call transfer/mailing/data and other services utilising all reasonable efforts to ensure that accurate data is recorded and The Clients' requirements are fulfilled according to the information supplied. Where MessageBase uses third parties reasonable measures will be taken by MessageBase to ensure the maintenance of any service levels. However MessageBase cannot guarantee or be held liable in full or in part to the service levels provided by any third parties. This includes but is not exclusive to other service providers and network providers including e-mail services, SMS text message services, client’s website services shared calendar and other web services and applications.

MessageBase will make all reasonable efforts to filter unwanted calls, however MessageBase cannot regulate the calls that are answered by operators on behalf of The Client. The Client accepts that not all calls will result in a message and that some callers will not leave sufficient information. MessageBase Operators will use their best endeavours to gain the relevant information from the caller. The Client will be liable for all minutes that operators are on the phone and or call transfer or message charges and The Client will be invoiced at the prevailing charge rates applicable to the service provided. MessageBase reserves the right to terminate the call if the caller is abusive or proper communication is not possible.

Prices, fees and charge rates in The Agreement are based on information provided in advance by The Client. Should materially changes in the information supplied occur MessageBase reserves the right to adjust the charges accordingly to ensure that MessageBase is compensated for the services provided to The Client.

21. Notices

Notices of changes to The Agreement or on other matters may be sent to you by email, SMS text messages, standard mail/post or through our website at www.messagebase.com. The Client may contact MessageBase for any reason, including the updating or correcting of your personal data by using contact pages made available through this or any of our associated sites.

From time to time MessageBase may contact The Client with marketing promotions. The Client may choose to opt-out of these communications by contacting MessageBase.

22. General Information

This Agreement is the entire Agreement between MessageBase and The Client and governs the use all MessageBase Services. It supersedes any prior agreements that have been made. The Client may be subject to additional terms and conditions such as those imposed by your Network Service Provider. If any provision of this Agreement is found by any competent court to be invalid or unenforceable, its invalidity or unenforceability shall not affect the other provisions of this Agreement. If MessageBase fail to exercise, or delay in exercising a right or remedy under this Agreement or given by law, MessageBase is not waiving that right or remedy or any other rights or remedies.

The Client confirms that they are aged over 18. The Client confirms that if they are not the bill payer, that they contract with MessageBase on behalf of the bill payer and that they have sufficient authority to enter into such a contract and that they will continue to be liable under The Agreement jointly with the bill payer.

The Agreement is governed by the laws of England and Wales and both parties submit to the jurisdiction of the courts of England and Wales.

 

MessageBase Terms & Conditions of Service rev2.1 - Septermber 2009

 

© Copyright 2007/09 - Messagebase | Sitemap | Privacy Policy