Terms and Conditions

PRICE (1)
1.1. The price quoted excludes VAT (unless otherwise stated (The rates of and VAT due and any other taxes and duties on the goods will be those applying at the time of delivery)).
1.2. Our quotations laps after 7 days (unless otherwise agreed) and are only eligible in the dated calendar month.
1.3. The price quoted excludes delivery (unless otherwise stated)
1.4. The price quoted for some equipment is a discounted price which depends on certain conditions being met (for example, the equipment being connected to the appropriate network within a stated period). If some or all of these conditions are not met, you must pay us an additional cost plus VAT as set in clause 9.
1.5. At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

DELIVERY (2)
2.1. All delivery times quoted are estimates only.
2.2. If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1. You may not cancel if we receive your notice after the goods have been dispatched: and
2.2.2. If you cancel the contract, you can have no further claim against us under the contract.
2.3. If you accept delivery if the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4. We may deliver the goods in instalments. Each instalment may be treated by us as a separate contract.

DELIVERY & SAFTEY (3)
3.1. Delivery may be declined if:
3.1.1. It is deemed unsafe to do so, unlawful or unreasonably difficult to do so: or
3.1.2. The premises (or the access to) are unsuitable for the delivery vehicle or representative.

PAYMENT TERMS (4)
4.1. You are to make payment to us by cheque, cash or other suitable cleared funds when placing your order, unless you have
an approved credit account. All cheque on delivery payments will incur a Transax service charge at our discretion.
4.2. Unless otherwise agreed if you have an approved business credit account, payment will be collected by monthly direct
debit (allowing14 days after the date of our invoice) unless otherwise agreed in writing.
4.3. If you do not wish to pay your credit account by direct debit then we may (at our absolute discretion) accept payment by
other means within 14 days of our invoice.
4.4. If you fail to pay us (or we cannot collect by monthly direct debit) in full on the due date: we may
4.4.1. Suspend or cancel future deliveries.
4.4.2. Cancel any discount or incentive offered.
4.4.3. Charge you interest at the rate equivalent to that set for the purpose of S6 of the late payments of commercial debt (interest) Act 1998.
4.4.3.1. Calculated (on a daily basis from the date of our invoice until payment).
4.4.3.2. Compounded on the first day of each calendar month; and before and after and judgement (unless the court orders otherwise).
4.5. If you fail to make payment in the instance where a cheque payment or direct debit arrangement being dishonoured or cancelled you must pay an additional administration charge of £25 plus VAT.
4.6. If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
4.7. You do not have the right to set off any money you may claim from us against anything you may owe us.
4.8. We have the right to set off any amounts due to us from you against any amount you may owe us.
4.9. While you owe money to us, we have the lien on any of your property in our possession.
4.10. You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including legal costs on full indemnity basis.) following any breach by you of and your obligations under these terms.

TITLE (5)
5.1 Until you pay all debts you may owe us or any associated partner you have used through ourselves:
5.1.1. All goods supplied by us or our associated partner, will remain our property.
5.1.2. You must store them so they are clearly identifiable as our property.
5.1.3. You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us.
5.1.4. You may use the goods in the ordinary course of your business, but not if:
5.1.4.1. We revoke that right by informing you in writing or
5.1.4.2. You become insolvent.
5.2. You must inform us (in writing) if you become insolvent.
5.3. If your right to use the goods ends you must allow us to remove the goods.
5.4. We have your permission to enter any of the premises where the gods may be stored:
5.4.1. At any time, to inspect them; and
5.4.2. After your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of the title to the goods, we have the right to take legal proceedings to recover the price of the goods
Supplied should you not pay us by the due date.
5.6 Unless otherwise agreed you are not our agent and you have no authority to make any contract on our behalf in our name.

RISK (6)
6.1. The goods are at your risk from the time of delivery.
6.2. Delivery will take place at either, our premises (if you are collecting them or arranging carriage); or at your premises (if we are arranging carriage).
6.2.1. You must inspect the goods on delivery. If any goods are damaged (not delivered or incorrect) you must inform is within 24 hours of the delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.

WARRANTIES (7)
7.1. We warrant that the goods and services supplied:
7.1.1. Comply with their description on our acknowledgement of order form or your purchase order.
7.1.2. Are free from material defect at the time of delivery (as long as you comply with clause 6) and,
7.1.3. Have the benefit of any warranty provided by the manufacturer.
7.2. We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3. If the goods develop a fault within 30 days of delivery (Please refer to the Product & Network specific terms & conditions for potential variation), you must:
7.3.1. Inform us in writing, with full details within 24 hours of discovering the fault, and
7.3.2. Allow us to investigate (we may need to examine the goods) if the goods are found to be defective in material or workmanship (following our investigations, and you have complied with those conditions (in clause 7.3) in full, we will (at our option) replace the goods or refund the price.
7.4. If the goods develop a fault after thirty days of delivery time then you have the benefit of any manufacturer’s warranty. Please refer to your representative for advice on the individual product warranty.
7.5. We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or supply of goods or their use, even if we are negligent.
7.6. Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to One Million Sterling.
7.7. For all other liabilities not referred to elsewhere in these terms our liability is in damages to the price of the goods.
7.8. Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

RETURNING OF GOODS (8)
8.1. Unless otherwise agreed we will accept returns from you only if you comply with the returns policy of the appropriate
product manufacturer, supplier of goods and / or network and with clause 8.2.
8.2. We will not accept the return of goods from you except:
8.2.1 By prior arrangement and confirmed in writing.
8.2.2 On payment of an agreed handling charge (unless the goods were defective when delivered);
8.2.3 Where the goods are fit for sale on their return as they were on delivery; and
8.2.4 Where by the products being returned or services being cancelled have not complied with clause 9.

CANCELLATION (9)
9.1. Your cancellation period is 7 days from the date of Purchase Order, Contract or Voice Recording (which ever is dated first).
9.1.1. You are entitled to cancel your contract free of charge (excluding any Third Party charges that may apply and will be billed separately by the said Third Party) within the 7 day cancellation period.
9.1.2. These cancellation period and charges are related to Best Communications, and in no way affect your rights with the Third Party provided, or any other Third Party, service provider or independents.
9.1.3. We will endeavor to assist in the obtaining of any required authorization codes from your existing provider. However, it is your responsibility to ensure that all stipulations from your current supplier are met.
9.2. If you cancel your agreement outside the cancellations period, you will be charged an administration charge to cover costs incurred by Best Communications.
9.2.1. The administration charge for all Third Party Contracts is outlined in Clause (11).
9.2.2. The administration charge must be paid within 14 days of notification.
9.3. You may not cancel the order unless we have;
9.3.1. Received your cancellation in writing (We advise that this sent recorded delivery marked for ‘Head of Customer Services’).
9.3.2. It clearly states the reasons for cancellation.
9.4 Best Communications will use the date of postage (this must be confirmed with confirmation of postage) as the date for your cancellation.
9.4.1. Best Communications will use the confirmed date of postage to establish if you cancellation complies with the 7 day cancellation period.
9.4.2. The administration charge is related solely to Best Communications and is not representative of any charges or procedures Third Party Providers direct will impose against your cancellation.
9.5. We may suspend or cancel the order or contract, by written notice if:
9.5.1. You fail to make payment or any money is due (under the order or otherwise).
9.5.2. You are unable to provide the relevant and requested documentation to support you order.
9.5.3. You become insolvent.
9.5.4. You intend or have the potential to breach the selected Third Party terms and conditions.
9.5.5. You fail to honour your obligations under these terms.

TERMINATION, CASHBACK, AIRTIME CREDIT & KIT CREDIT STIPULATIONS (10)
10.1. Invoices must contain a unique invoice number, E.g. – ABC123.
10.1.2 If you are claiming more than one category for the same contract you must provide separate invoices for the payments.
10.1.3. Invoices must be on letter headed paper and be signed by the Director/Owner or authorized account contact.
10.1.4. The invoice amount is a full and final settlement and should not exceed the agreed figure on your confirmation letter.
10.2 For Termination claims your invoice must not exceed the termination amount you paid to your previous provider, even if the amount agreed and allocated by BC Ltd is higher!
10.2.1. For Termination claims, BC Ltd will only pay the amount on the previous providers termination invoice, even if that amount is less than the agreed figure on your Confirmation letter and Purchase order.
10.2.2. For Termination claims you must submit your invoice together with a copy of your previous providers termination invoice. (Please ensure that you submit the part that states the termination/cancellation fee)
10.2.3. BC Ltd reserves the right to refuse payment of any agreed fee if the relevant Termination payments to the previous Network have not been made.
10.2.4. BC Ltd reserves the right to request proof of payment in relation to the Termination charges with the previous provider.
10.2.5. For Cash Back claims do not include any VAT element as payments of this nature are out of the scope of VAT.
10.3.1. Please forward your original invoices to the Operations Director at the above address by recorded delivery. Our method of payment is cheque and will be made to your requested account name.
10.3.2.. Any Incentive must be claimed between days 90 – 120 from your connection date.
10.3.3. BC Ltd reserves the right to request proof of delivery in order to validate your Termination / Cash Back / Kit Credit / Airtime Credit request.
10.3.4. Payment will be made within 30 days of receipt of your request, in accordance with Clause 10.3.2.
10.3.5. All incentives reimbursements are subject to 3 months clear billing and remaining on the original tariff supplied by BC Ltd.
10.3.6. All reimbursements or incentive costs are subject to the original contract remaining on the original tariff supplied, and failure to do so will result in BC Ltd recovering all Termination, Cash back, Kit Credit, Airtime Credit or Hardware Costs provided on your behalf in accordance with Clause (11).
10.3.7. All reimbursements are subject to there being no illegal or fraudulent activity on the account that could or would result in payments made to BC Ltd being affected as per Clause (11).
10.3.8. If the Network deems that false, fraudulent or illegal activity has occurred, BC Ltd has the right to retrieve all hardware provided, and recover any outstanding costs as per Clause (11).
10.4. If you have a Kit Credit allowance, it must be used within the contract term. Any outstanding amount will be lost once your contract passes the full term.
10.4.1. For all hardware ordered, a running total will be provided by BC Ltd.
10.4.2. All hardware will be charged and calculated against you Kit Credit allowance including VAT and Delivery charges.

EARLY TERMINATION OF THIRD PARTY CONTRACTS (11)
11.1. The provisions of this clause will apply in any situation in which any contract with any third party supplier or service provider that you have entered as a result of our dealings with you (hereafter referred to as “the ancillary contract”) is, before the end of its term and for any reason and in any circumstances:-
11.1.1. Terminated; or
11.1.2. Varied, whether by extension, upgrade or otherwise

Both of which are hereafter referred to as “early termination”.

11.2. Upon early termination, you will be liable:-
11.2.1. To repay to BC Limited on demand any cash payment that it becomes liable to make to the third party supplier or service provider as a result of early termination;
11.2.2. Repay to BC Limited on demand any cash or other incentives given to you by BC Limited;
11.2.3. To pay to BC Limited on demand a sum representing the value of any goods supplied by BC Limited to you in connection with this contract and/or the ancillary contract, calculated in accordance with the provisions of clause 11.3 hereafter.
11.3. The sum payable under clause 11.2.3 above will be:-
11.3.1. In the case of early termination within the first half of the term of the ancillary contract, the price payable by BC Limited to purchase, at the date of such early termination, the same goods as those supplied to you or, if the same goods are not then available, goods of a similar type;
11.3.2. In the case of early termination within the second half of the term of the ancillary contract, a sum calculated by reference to an evenly reducing scale upon which, during that second half period, the sum payable reduces evenly on a daily basis, starting with the sum that would be payable in accordance with clause 11.3.1 above and ending with zero.
11.4. A written statement signed by a director of BC Limited which states:-
11.4.1. The amount paid or payable by BC Limited to the third party supplier or service provider as a result of early termination; and/or
11.4.2. The price payable by BC Limited to replace goods in accordance with clause 11.2.3 above will be accepted by you, except in the case of manifest error, as conclusive evidence of the amounts so stated.

WAIVER AND VARIATIONS (12)
12.1. Any waiver or variation of these terms is binding in honour only unless:
12.1.1 Made (or recorded) in writing and signed on behalf of each party; and expressly stating an intention to vary these terms.

FORCE MAJEURE (13)
13.1. If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of
circumstances beyond our control, we may cancel or suspend any obligations to you, without any liability.
13.1.1 Examples of these circumstances include act of God, accident, explosion, fire, transport delays, strikes and other disputes
and difficulty in obtaining supplies.

GENERAL (14)
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2. If you are more than one person, each of you has joint and several obligations under these terms.
14.3. If any of these terms are unenforceable as drafted.
14.3.1. It will not affect the enforceability of any other terms; and if enforceable if amended, it will be treated as so amended.
14.4. We may treat you as insolvent if:
14.4.1. You are unable to pay debts as they fall due; or
14.4.2. You (or any item of your property) become subject of; any,
14.4.2.1. Formal insolvency arrangements (including a moratorium) or bankruptcy), or an application or proposal for any formal insolvency procedure; or any application, procedure or proposal overseas with similar effect or purpose.
14.5. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6. Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by registered post (the others registered office or principle place of business), and all such notices must be signed.
14.7. No contract will create any right enforceable (by virtue of the contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8. The only statements upon which you may rely in making contact with us, are those made in writing by someone who is our authorised representative and either;
14.8.1. Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
14.8.2. Which expressly state that you may rely on them when entering in to the contract.
14.9. Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
14.10. You must inform us as soon as possible in the event of any change (or proposed change) of control (as defined in s.840 income and corporation taxes act 1988) or any change of name or trading name. If we believe that such a change puts our business at risk, we have the right, upon giving you written notice, to terminate the contract between us. That termination will not affect our other rights under the contract or end any of your outstanding liabilities.
14.11. It is your responsibility to familiarize yourself with all the Network’s Specific Terms & Conditions, and act in accordance with its guide lines regardless of any Best Communications terms that have or may be enforced at any stage of the contract.