Core Terms
1. Interpretation
1.1 Unless it is clear from the context that some other meaning is intended:
“Acceptable Use Policy” means such directions or recommendations as to the use of the Services which we may publish from time to time;
“Acceptance” means an email sent to by us to you advising you that we have accepted your offer to procure Services from us;
“Account” means any account between you and us;
“Condition” refers to any of the Terms;
“Consideration” means the fee or charge for a Service;
“Contract” means a contract for the supply of a Service;
“Default Notice” means a notice specifying a breach more particularly mentioned in Condition 11;
“Services” means any of the services that we offer from time to time including accommodation addresses room hire, telecommunications and virtual PA services;
“the Terms” means these Core Terms;
“the Websites” means the websites at http://www.gboffices.com and http://www.GBcontrol.com;
“Website Access Terms” means the terms upon which the Websites may be visited.
1.2 The pronouns “we”, “us” and “ours” and the possessive adjective “our” refer to GB Virtual Offices Limited, a private company incorporated with limited liability in England and Wales under the provisions of the Companies Acts 1985 to 2006 having our registered office and principal place of business at the Gumption Centre, Glydegate, Bradford, BD5 0BQ, Telephone 01274 271111 Fax 01274 271112 Email info@GBoffices.com URL www.GBoffices.com.
1.3 The pronouns “you” and “yours” and the possessive adjective “your” refer to anyone who contracts with us for the supply of Services.
1.4 The headings to the Conditions are intended to make the Terms easier to read and neither form part of the Terms nor affect the way they are to be interpreted.
2. General
2.1 These Terms come into effect on the date stated above and remain in force unless revoked or varied.
2.2 We may add to, revoke or vary these Terms at any time.
2.3. The Websites are intended to be used by customers in the United Kingdom.
2.4. These Terms are intended to be read in conjunction with the Website Access Terms and any other terms, statements and policies that incorporate the Terms.
2.5 All contracts for the supply of Services are business to business transactions.
3. Your Account
3.1 We shall supply Services to you if, and only if, you have an Account with us.
3.2. By opening an Account you warrant and represent to us that:
3.2.1 all the particulars you supply to us are true, accurate, current and complete in all respects;
3.2.2 you are of full age and entitled to contract with us.
3.3 You must notify us immediately of any changes to such information.
3.4 We may transmit your name, address and other personal to credit reference and trade protection agencies and other third parties to verify your identity and credit.
3.5 You may credit your account by cheque, credit or debit transfer or any major prepay, credit or debit card but cheques or other debit transfers will be credited to your Account only after they have been cleared.
3.6 Without prejudice to our other rights and remedies, we may suspend your Account immediately and without notice if we have reason to believe that you have impersonated another person or behaved in such a way as to damage our business or expose us to civil or criminal liability.
3.7 Either of us may close your Account by giving not less than 28 days notice to the other.
3.8 We may close your Account with immediate effect in any of the circumstances set out in Condition 12.
3.9 Closing your Account will not affect any debt or other liability that either of us may owe to the other.
3.10 Any moneys paid to us or earned by you will be reimbursed to you after we have deducted any moneys that may be due to us, or to any of our other subsidiary or associate companies.
4. Security
4.1 Upon opening an Account you must choose a username and password.
4.2 You are responsible for any transactions entered under such username and password.
4.3. You must:
4.3.1 not use anyone else’s username or password or permit anyone else to use yours;
4.3.2 keep your password safe and not disclose it to anyone;
4.3.3 change your password immediately if you have reason to believe that that it may have been compromised.
5. Consideration
5.1 The fees and charges for our Services appear on either Website and exclude value added tax.
5.2 We reserve the right to increase the Consideration to reflect any increase in the cost of supplying a Service for a reason beyond our control.
5.3. Should we increase the Consideration after you have placed an order, you may cancel such order before we start to supply the Services.
6. Orders
6.1 An order is an offer to contract with us for the supply a Service which we may accept or reject at our discretion.
6.2 You are responsible for ensuring the accuracy of the information that appears on an order and we shall not accept an order unless all the requested particulars have been entered correctly.
6.3 Acknowledging receipt of an order does not constitute Acceptance.
6.4. You may revoke an order by notice at any time before Acceptance.
6.5. Such notice must contain your name, address, the name or a description of the services and your order reference number.
7. Formation of Contracts
A Contract comes into being when and only when we send you an Acceptance and receive the Consideration in full.
8. Cancellation.
8.1 Unless you have asked us, and we have begin to supply, a Service within 7 working days of Acceptance you may cancel your Contract by sending a notice to that effect within such time.
8.2 Such notice must contain your name, address, the name or a description of the services and your order reference number.
9. Payments
You irrevocably authorize us to deduct funds in your Account to pay for any Services that you may order from us; and/or discharge any other debt that you may owe us or any of our subsidiary or associate companies without further notice as and when such payments fall due.
10. Your Obligations
You promise to:
10.1 deposit into your Account and maintain sufficient funds to your credit to pay any and all sums due to us, or to any of our subsidiary and associate companies as and when they fall due;
10.2 comply with the laws of England and Wales and of any and every other jurisdiction to which you may be subject for the time being;
10.3 use the Services only in accordance with our Acceptable Use Policy;
10.4. insure against any loss or damage that you may suffer as a result of such interruption;
10.5. perform diligently and punctually any contract you may enter with us or any of our subsidiary or associate companies; and
10.6. indemnify us and hold us harmless against any claim by a third party, prosecution or penalty that results directly or indirectly from any wrongdoing by you.
11. Default Notices
11 Should we believe that you are not have not complied with any of your obligations, we may serve on you a notice (to be known as a “Default Notice”) specifying the non-compliance and requiring you to remedy the breach within a specified time.
11.2 Should you believe that we have not complied with any of our obligations, you may serve a Default Notice upon us.
11.3 A Default Notice will be taken to have been admitted unless the party on whom it is served, responds with a counter notice contesting the allegations or objecting to the specified remedy together with reasons and any evidence upon which that party relies within 14 days of service of the Default Notice.
11.4 The Default Notice will be deemed to have been withdrawn or modified to the extent of the objection in the counter notice unless the complaining party serves points of claim on the opposite party and nominates an arbitrator within 7 days of service of the counter-notice.
11.5 Should the parties be unable to agree who should be the arbitrator within 7 days of service of the points of claim, either party may request the managing director of NIPC Ltd. of the Media Centre, 7 Northumberland Street, Huddersfield, HD1 1RL, to appoint an arbitrator whose appointment shall be final.
11.6 Unless the arbitrator decides otherwise the arbitration will proceed upon documents only in accordance with the NIPC Arbitration Rules.
12. Closing your Account
We may close your Account by notice with immediate effect at any time in any of the following circumstances:
12.1 you state or makes clear by your conduct that you will no longer perform your obligations to us or to any of our subsidiary or associate companies;
12.2 we have reason to believe that you are unable or unwilling to pay your debts in full as and when they fall due;
12.3 if you are an individual, a bankruptcy petition is presented to any court with jurisdiction over you or you enter an individual voluntary arrangement with your creditors;
12.4 if you are a company or other corporation, a petition is presented for your administration or winding up to any court with jurisdiction over you, a winding up resolution has been passed by your members or you enter a corporate voluntary arrangement with your creditors;
12.5 we have reason to believe that you are using the Services in such a way as to expose us to civil or criminal liability;
12.6 you admit (or are found by an arbitrator to be) in breach of your obligations pursuant to condition 6 and fail to remedy the breach within the specified time.
13. Your Rights
Notwithstanding any other provision in the Conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for:
13.1 death or personal injury resulting from our negligence;
13.2 fraud or fraudulent misrepresentation; and
13.3 any matter for which it would be unlawful for us to exclude or attempt to exclude our liability.
14. Force Majeure
Should we be prevented or hindered from performing any of our obligations by circumstances beyond our reasonable control (including but not limited to terrorism. strikes or other labour dispute) we shall not be liable to you for any loss or damage that you may sustain from such non-performance and we shall be excused from such performance while those circumstances persist.
15. Severance
Should any of these provisions be void, voidable or unenforceable on grounds of illegality or as contrary to statute or public policy, such provision shall be deemed never to have formed part of the Terms (or any contract incorporating the Terms) but all other provisions shall remain in force.
16. Exclusion of Equitable Remedies
The failure of either of us at any time to require performance by the other of any of the Terms shall not: affect the right of such party to require performance at a later time, or be regarded as a waiver of the provision itself.
17. Notices
17.1 All notices or notifications shall be in writing and signed by the party on whose behalf they are served or given.
17.2 Subject to 17.3 below, such notice or notification may be delivered by post, fax or email to the last known postal address, fax number or mailbox.
17.3 Either party may change the address, fax number or email where it will receive notices or notifications by notifying the other in accordance with this condition.
17.4 Postal delivery will be deemed to have taken place on the 7th day after the date of posting.
17.5 Delivery by fax or email will be deemed to take place upon transmission of an automatic acknowledgement by the remote fax machine or mail server.
18. Exclusion of Exclusion of Contracts (Rights of Third Parties) Act 1999
Save for the provisions favouring our subsidiary or associate companies, these Terms are not intended to create any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to any contract with us and the rights of any such third party under that Act are hereby expressly excluded.
19. Choice of Law
These Terms and any Contract incorporating them shall be construed and enforced in accordance with the laws of England and Wales.
20. Dispute Resolution
20.1 This Condition applies to all disputes between you and us except those that are specifically covered by other provisions.
20.2 Any other dispute or difference between us shall be referred to mediation before a mediator agreed by the parties or, in default of agreement within 14 days of the reference, appointed by the Managing Director of NIPC Ltd. in accordance with the NIPC Mediation Rules.
20.3 If and to the extent that, any such dispute or difference shall not be settled pursuant to the mediation within 60 days of the reference to mediation, either party may refer the dispute to final arbitration before a single arbitrator agreed by the parties or, in default of agreement within 14 days of the reference, appointed in accordance with the NIPC Arbitration Rules.
Telecommunications Terms
1. Interpretation
11.1 Unless it is clear from the context that some other meaning is intended:
“Call” means an incoming or outgoing fax or voice call or text;
“Call Charge” means the Consideration for a Call;
“Call Rate” means the Consideration for a Call measured in minutes;
“Code” means our Code of Practice for Complaints Handling and Dispute Resolution for the time being;
“Core Terms” means the terms that apply to all contracts for the supply of Services;
“Line” means the channel through which Calls are connected to you;
“Number” means the number of a Line;
“Rental” is the Consideration for the hire of a Line for the Rental Period;
“Rental Period” means the period for which we agree to supply Telecommunications Services;
“System” means the combination of hardware and software through which we supply Telecommunications Services;
“Tariff” means our list of charges for the time being including Rentals and Call Rates;
“Telecommunications Services” includes voice, fax, text, call forwarding and call analysis services; and
“Telecommunications Terms” means these supplemental terms.
11.2 A “Domestic and Small Business Customer” is defined by Condition 14.7 (e) of the General Conditions of Entitlement for the time being.
2. Scope of the Telecommunications Terms
These Telecommunications Terms supplement and are to be read with the Core Terms.
3. Lines and Numbers
3.1 A Line is required to make and/or receive Calls through the System.
3.2 A Number is allotted to a Line.
3.3 A Line may be hired for the Rental Period and thereafter renewed for a similar period in consideration of the Rental unless terminated in accordance with these Telecommunications Terms or the Core Terms.
3.4 A Line will not transmit from, or receive Calls to its Number and callers to its Number will hear an “out of order” or “number unobtainable” tone or a recorded message stating that the Number is unobtainable upon the expiry of the Rental Period or termination of the hire,
3.5 A Call Charge must also be paid for each Call.
4. Line Rental
4.1 You may apply for a Line by completing and submitting our on-line application form and tendering in advance the Rental for the Rental Period.
4.2 We may refuse your application in any of the following circumstances:
4.2.1 you do not have an Account with us;
4.2.2 there are insufficient funds standing to your credit in your Account to pay the Rental;
4.2.3 you live or carry on business outside the European Economic Area;
4.2.4 we have reason to believe that at least some of the information referred to in Condition 3.2 of the Core Conditions is untrue;
4.2.5 you have repudiated, or fundamentally breached, a contract with us or with any of our subsidiary or associate companies;
4.2.6 you have breached and remain in breach of contract with us, or with any of our subsidiary or associate companies;
4.2.7 the loss or damage that you could suffer from the interruption of Services could exceed the amount mentioned in Condition 11 (2) and it is not possible to agree terms for greater cover or make adequate arrangements to avoid such loss or damage;
4.2.8 any of the circumstance mentioned or referred to in Condition 12 of the Core Conditions; or
4.2.9 any other circumstance that would require us to refuse, or justify our refusing, to issue a Line to you.
4.3 A Contract for the hire of a Line comes into being between us if, and only if, we deduct the Rental from the funds standing to your credit in your Account.
4.4 Such hire will come to an end immediately if either of us closes your Account.
5. Service Quality
5. Since the cost of using the System is likely to be considerably less than that of using the public switched telephone network (“PSTN”), you acknowledge that:
5.1.1 the System may contain defects, errors and faults and/or be vulnerable to access or use by, or other interference from, unauthorized third parties which could interrupt, delay or otherwise impair the quality of our Services;
5.1.2 we have to suspend Services to repair and maintain the System from time to time;
5.1.3 the quality and reliability of voice calls and fax transmissions made through the System may be inferior to those made through the PSTN;
5.1.4 Services may be interrupted by the breakdown, malfunction or failure of your equipment or software or that of a third party over which we have no control;
5.1.5 should you wish to port (that is to say, transfer) a Number to another network you will reimburse our reasonable expenses of the transaction in advance;
5.1.6 it is in your interests to report breakdowns and failures of the System and interruptions or interference of Services to us as soon as possible; and
5.1.7 if you are likely to suffer loss or damage from the delay or interruption of Services, it is your responsibility to make alternative arrangements for making or receiving voice or fax calls during such periods and/or to insure against such loss or damage.
5.2. We shall make every reasonable effort to maintain and improve the quality of our Services including, but not limited to:
5.2.1 servicing, repairing and improving the System from time to time;
5.2.2 attending to breakdowns and failures as soon as we become aware of them;
5.2.3 preventing unauthorized access, use and interference of the System; and
5.2.4 supporting you with advice and information which we may deliver to through the Website or by telephone or email.
6. Call Charges
6.1 A Call Charge is calculated by multiplying the duration of a call in minutes by the Call Rate.
6.2 Call Rates for the time being are published in the Tariff.
6.3 A Call Charge for a one minute Call will be deducted immediately from the funds standing to your credit in your Account as soon as the Call is answered, and at the beginning of each subsequent minute for so long as the Call subsists.
6.4 We reserve the right to:
6.4.1. refuse to connect unless there are at least enough funds to pay for a one minute Call; and
6.4.2. interrupt a Call peremptorily if your funds run out during the Call.
7. The Tariff
7.1 We may increase or decrease any charge on the Tariff without notice at any time.
7.2 Charges in the Tariff will exclude value added tax and any other tax, duty or impost that applies.
8. Limitations to Our Liability
8.1 We shall not be liable for any loss or damage that results from any breakdown, failure, interruption or malfunction of any Service caused wholly or in part, or exacerbated by, the breakdown, failure or malfunction of your internet connection, equipment and/or software.
8.2 We shall not be liable for any loss or damage that results from the breakdown, failure, interruption or malfunction of any equipment, software or service over which we have no control except where and to the extent that it is caused wholly or in part, or exacerbated by, our failure to comply with our obligations under Condition 5.2,
8.3 Unless you advise us before you hire a Line that the loss or damage that you may suffer from the interruption of Services could exceed £2,500 and it is possible for us to procure greater cover against such loss or damage, our liability will be limited to that sum.
9. Domestic and Small Business Customers
9.1 The Code shall apply to all transactions relating to the supply of Telecommunications Services to Domestic and Small Business Customers.
9.2 The dispute resolution provisions of the Code shall apply to disputes relating to the supply of Telecommunications Services to Domestic and Small Business Customers rather than Condition 20 of the Core Terms.
Accommodation Terms
1. Interpretation
Unless it is clear from the context that some other meaning is intended:
“Accommodation Services” means Services that are ancillary to your Licence such as mail collecting and forwarding and private letter box and room hire;
“Accommodation Terms” means these supplemental terms;
“Core Terms” means the terms that apply to all contracts for the supply of Services;
“House Rules” means any additional terms and conditions that may apply to visitors to the Premises and users of Accommodation Services;
“Licence” means a licence to hold yourself out as carrying on business from one of the Premises for the Term;
“Licence Fee” means the Consideration for a Licence and Accommodation Services;
“Premises” means the offices or other premises for which a Licence may be granted; and
“Term” means the period for which a Licence is granted.
2. Scope of the Telecommunications Terms
These Accommodation Terms supplement and are to be read with the Core Terms.
3. Licences
Licences and Accommodation Services are available in consideration of a Licence Fee for the Term and thereafter for a similar period unless terminated in accordance with the Core or Accommodation Terms or any other contract term.
4. Formation of Contracts
4.1 You may apply for a Licence and Accommodation Services by completing and submitting our on-line application form and tendering the Licence Fee for the Term in advance.
4.2 We may refuse your application in any of the following circumstances:
4.2.1 you do not have an Account with us;
4.2.2 there are insufficient funds standing to your credit in your Account to pay the Licence Fee;
4.2.3 you live or carry on business outside the European Economic Area;
4.2.4 we have reason to believe that at least some of the information referred to in Condition 3.2 of the Core Conditions is untrue;
4.2.5 you have repudiated, or fundamentally breached, a contract with us or with any of our subsidiary or associate companies;
4.2.6 you have breached and remain in breach of contract with us, or with any of our subsidiary or associate companies;
4.2.7 any of the circumstance mentioned or referred to in Condition 12 of the Core Conditions; or
4.2.8 any other circumstance that would require us to refuse, or justify our refusing, to issue a Line to you.
4.3 A Contract for a Licence and Accommodation Services comes into being between us if, and only if, we deduct the Licence Fee from the funds standing to your credit in your Account.
4.4 Such Licence will come to an end immediately if either of us closes your Account.
4.5 You will be entitled to reimbursement of one twelfth of your Licence Fee for each complete month between the date of closure and the expiry of the Term if your Account is closed before the end of the Term for which your Licence is granted.
5. House Rules
You will comply with the House Rulers of the Premises for which your Licence is granted.
6. Change of Premises
6.1. Should the Premises for which your Licence is granted cease to be available to us before such Licence has expired, you may terminate your Licence or take a similar licence for other premises.
6.2 Should you take a similar licence at other premises, such licence will expire when the Term would have expired.
