General Terms and Conditions of Office24 Ltd.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE SIGNING UP TO OUR SERVICES. 

These Conditions apply to and govern all Contracts between Customers and Office 24 for the provision of virtual secretarial support and connected ancillary services. Please read these Conditions carefully and make sure you understand them before ordering any Services. Any offer to buy Services is conclusive acceptance of these Conditions. If you do not accept these Conditions, you will not be able to order any Services from us. 

IMPORTANT NOTICE TO ALL CUSTOMERS:

•    BY TICKING THE ACCEPTANCE "TICK BOX" AND SUBSCRIBING FOR THE SERVICES ON THIS WEBSITE OR BY USING THE SERVICES YOU AGREE TO BE BOUND BY THESE CONDITIONS WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY).

•    BY SUBSCRIBING FOR AND/OR USING THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS A BUSINESS-TO-BUSINESS CONTRACT FOR THE PROVISION OF SERVICES FOR BUSINESS/PROFESSIONAL PURPOSES. YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS NOT A BUSINESS-TO-CONSUMER CONTRACT. YOU ACCEPT THAT YOU MAY NOT USE THE SERVICES FOR NON-BUSINESS/PROFESSIONAL/TRADE (I.E. CONSUMER) PURPOSES.

•    UNLESS YOU AGREE TO THESE CONDITIONS, YOU MAY NOT SUBSCRIBE FOR OR USE THE SERVICES. 
 

BACKGROUND: 

Office 24 is willing to supply (and the Customer is willing to accept) the Services to the Customer on the terms and conditions set out in these Conditions.

AGREED TERMS: 

1.    Interpretation

1.1.    Definitions. In these Conditions, the following definitions apply:

Acceptance Email    has the meaning set out in clause 2.2.

Additional Services    the Services made available to the Customer by Office 24 that do not form part of (and are supplied in addition to) the Customer's Service Plan.

Additional Services Charge    the sum charged by Office 24 depending on the Additional Services used by the Customer and calculated in accordance with Office 24's price list from time to time in force.

Administration Charge    the sum charged by Office 24, in accordance with clauses 5.2.3 and/or 5.4.

Billing Period    a month during the Term.

Business Day    a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Call    a telephone call received by Office 24 on behalf of the Customer in connection with the Services.

Call Divert Number    has the meaning given in clause 3.2.1.

Charges    the charges payable by the Customer for the supply of the Services in accordance with clause 7.

Commencement Date    has the meaning set out in clause 2.2.

Conditions    these terms and conditions as amended from time to time in accordance with clause 15.8.

Confidential Information    has the meaning given in clause 9.1.

Contract    the contract between Office 24 and the Customer for the supply of Services in accordance with these Conditions.

Credit Limit    £100 or such other amount as may be agreed in writing between the parties.

Customer    the person, firm or Company who purchases Services from Office 24.

Customer Client    any person, firm or company or other organisation who/which is an existing customer or potential customer of the Customer.

Customer Materials    any data, information, material and/or documents provided to Office 24 by the Customer.

Customer Portal    the online portal via which the Customer can access information about the Services and use various interactive features, including:

  • (a) the ability to view and edit current Service and Call settings;
  • (b) an overview and history of Calls;
  • (c) the ability to access and make amendments to the Customer’s day planner/agenda;
  • (d) the ability to edit instructions to Office 24 in connection with the Services (e.g. giving instructions/information to an employee of Office 24 such as sending messages, sharing contacts, how to respond to Calls); and
  • (e) the ability to provide feedback to Office 24 in respect of the Services.

Data Controller    has the meaning given in section 1(1) of the Data Protection Act 1998.

Data Processor    has the meaning given in section 1(1) of the Data Protection Act 1998.

Data Subject    has the meaning given in section 1(1) of the Data Protection Act 1998.

Month    a calendar month.

Office 24    Office 24 Limited, a company registered in England and Wales with company number 05449671 and whose registered office is at 18A Heath Road, Nailsea, Bristol, BS48 1AD.
Order    the Customer's order for Services, submitted to Office 24 via the order form available on the Site.

Personal Data    has the meaning given in section 1(1) of the Data Protection Act 1998.
Security Information    the user identification code, password and/or other information used by the Customer (whether allocated by Office 24 or chosen by the Customer) to access the Customer Portal. 

Services    the virtual secretarial and ancillary services described in the Service Plan selected by the Customer in the Order and any Additional Services, which are to be supplied by Office 24 to the Customer, including the services listed in clause 3.2.

Service Plan    the standard set of secretarial services specified by the Customer in the Order and as described on the Site at the Commencement Date (e.g. "Basic", "Professional" or "Premium"). 

Service Plan Charge    means the fixed monthly sum charged by Office 24 in respect of the Services provided to the Customer, which form part of the Service Plan. 

Site    the website hosted at the domain name address www.office24.co.uk.

Term    has the meaning set out in clause 11.

Year    a calendar year. 


1.2.    Construction. In these Conditions, the following rules apply:

1.2.1.    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2.    a reference to a party includes its successors or permitted assigns;

1.2.3.    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted, provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of these Conditions, to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. This clause does not, however, apply in relation to taxation; 

1.2.4.    A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.5.    any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.6.    words in the singular shall include the plural and vice versa; and

1.2.7.    a reference to writing or written includes faxes and e-mails.
 

2.    Basis of contract

2.1.    The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. 

2.2.    After the Customer has placed an Order, Office 24 shall send the Customer an email acknowledging receipt of the Order and which will set out a summary of the the key provisions of the Contract, the Service Plan selected by the Customer, Office 24’s then current schedule of prices in respect of the Services ("Acceptance Email"). The Contract between Office 24 and the Customer shall only be formed when the Acceptance Email is sent by Office 24 to the Customer (the sending of which shall be at Office 24's sole and absolute discretion) ("Commencement Date"). 

2.3.    Where there is a contradiction between the terms and conditions of these Conditions and the terms set out in the Order, the terms and conditions of these Conditions shall prevail.

2.4.    All Contracts shall be on these Conditions to the exclusion of all other terms and conditions (including any terms and/or conditions which the Customer purports to apply or seeks to impose orally, or under any purchase order, Order, specification or other document, or which are implied by trade, custom, practice or course of dealing). Accordingly, no terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, Order, specification or other document shall form part of any Contract.

2.5.    Any samples, drawings, descriptive matter or advertising produced by Office 24, and any descriptions or illustrations contained in Office 24's brochures or on the Site are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.6.    All Orders for Services forwarded to Office 24 by the Customer and accepted by Office 24 shall be governed by these Conditions as apply from time to time. Office 24 reserves the right to amend these Conditions at any time on notice prior to the acceptance of any Order. For the avoidance of any doubt, Office 24 (at its sole and absolute discretion and without having to give any reasons) reserves the right to decline to accept any Order for Services submitted to it by the Customer. 

3.    Supply of Services

3.1.    All Services provided under the Contract are for business and commercial customers only (i.e. non-consumers). 

3.2.    During the Term, Office 24 shall supply the Services to the Customer in accordance with the Service Plan in all material respects. In particular, Office 24 shall;

3.2.1.    provide the Customer with a telephone number to which it may divert its telephone calls to Office 24 in connection with the Services ("Call Divert Number");

3.2.2.    provide the Customer with access to the Customer Portal and  Security Information for accessing the same;

3.2.3.    ensure that the Services are provided by suitably skilled and suitably qualified individuals; and

3.2.4.    provide the services with reasonable care and skill and in accordance with all applicable laws.

3.3.    Office 24 shall use reasonable endeavours to make the Services available to the Customer between the hours of 6.00am and 18.00pm (GMT) on Business Days, except for:

3.3.1.    during such times as Office 24 is receiving unusually and unforeseeably high demand for its services (for example, high call volumes);

3.3.2.    maintenance and/or repair or and/or technical work on Office 24’s systems (in the event of planned maintenance or repair work, Office 24 shall give the Customer not less than 24 hours' notice of the same).

4.    Changes to the Services/Charges

4.1.    Office 24 shall have the right to make immediate changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Office 24 shall notify the Customer in any such event.

4.2.    Other than in the circumstances described in clause 4.1, Office 24 shall have the right to make changes to the Services and/or the Charges from time to time, provided that Office 24 shall provide the Customer with 1 month’s written notice of the same. In such circumstances where the proposed change to the Services and/or Charges may be detrimental to the Customer, the Customer shall have the right to terminate the Contract at the end of the then current Billing Period on written notice to Office 24, provided that such notice is given within 1 month of the Customer’s receipt of Office 24’s notice of the change, after which the Customer will be deemed to have accepted the change and the Services and/or Charges shall be altered accordingly.

4.3.    The Cust



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