CONFIDENTIAL

Destiny Business Solutions Limited Customer Agreement

This Agreement is made Between:

Destiny Business Solutions Limited
Business Unit 20, Boardman House, 64 Broadway, Stratford  E15 1NT

Hereafter referred to as Destiny Business Solutions Limited of the one part;
and

The undersigned of this agreement (page 9)

Zen Umbrella Limited
Zen Umbrella Limited Boardman House, 64 Broadway, Stratford London E15 1NT

Hereafter referred to as “Customer” of the other part.

  1. Definitions herein

Unless context otherwise dictates, words in the singular include the plural and vice versa and words in one gender include any other opposite gender or otherwise redefined in attached addendums;

1.1 The Act:

The Telecommunications Act of 1984 and any statutory amendment or modification thereof.

1.2 Services:

The telecommunication and Internet services and or other provided by Destiny Business Solutions Limited, as displayed in the latest Destiny Business Solutions Limited literature, web site and or attached addendums.

1.3 Company:

Destiny Business Solutions Limited

1.4 Intellectual Property:       

Any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the service and applications for any of the foregoing;

 1.5 Customers Control panel:

Referred hereafter as “panel” allows Destiny Business Solutions Limited to service all facilities to the customer

1.6 Customer:

Deemed herein as the Destiny Business Solutions Limited client, alternatively defined an End User.

1.7 End Users

Deemed herein as the Destiny Business Solutions Limited client, alternatively defined a Customer.

  1. Services:

Destiny Business Solutions Limited determines the hosting, internet, telecommunication products and any other services offered at any time to the Customer, at their sole discretion.  

  • Except as provided in the related addendums these General Conditions apply to each and any provision of Services to the customer to the exclusion of all other conditions, agreements, understandings or arrangements not set out in the applicable Addendum.
  • Services are provided on the terms contained within the associated addendums. When you enter into a service addendum agreement with Destiny Business Solutions Limited in relation to the provision of that Service the terms of that Separate Contract shall take priority over these Conditions.
  • Destiny Business Solutions Limited reserve the right to subcontract its obligations and/or duties set out in this Agreement.
  • The customer may not refer to Destiny Business Solutions Limited in its sales or marketing activity or literature except with the prior written consent of Destiny Business Solutions Limited and or attached to this agreement as an addendum, such permission may be withheld and reserve the right to give a reason;
  • Destiny Business Solutions Limited may need to change or alter the configuration of the Service or Service Equipment provided under this Agreement in order to provide the Service to Customer. Destiny Business Solutions Limited shall use reasonable efforts to give at least 14 days prior written notice to customer of any such change or alteration where possible.
  1. Customer Charges:

You must pay for any set-up charges for services supplied by Destiny Business Solutions Limited in relation to the services requested and supplied herein and or are set out in the price list located at www.[company name]hostingco.uk, or in turn serviced to you by email or post.  These rates are part of this contract. After any initial payments have been made, thereafter, all payments are made strictly by the agreed method, facilitated and made available within your control panel or otherwise set out in an addendum herein, thereafter, on a monthly basis unless agreed in writing by a Director of Destiny Business Solutions Limited to the contrary;

3.1 At any time during the term of this Agreement, Destiny Business Solutions Limited may, upon giving the customer 30 day’s prior notice in writing or by electronic or such expeditious means as Destiny Business Solutions Limited may from time to time decide, vary its Charges.

3.2 Charges for a Service shall accrue from the date above or the date on which the Customer commenced use of the Service.

3.3 payments will be due within 14 days, after which, the amount will be deemed overdue and Destiny Business Solutions Limited will be in a position to implement clause 3.4 herein

 3.4 Interest shall be payable on all overdue invoices from the due date until actual payment in line with clause 3.10 contained herein.

3.5 All charges are, unless agreed otherwise, exclusive of value added tax and any other applicable sales tax or duty which shall be payable by Customer at the prevailing rate.

3.6 Destiny Business Solutions Limited reserves the right to carry out a credit check prior or after the customer’s acceptance of this agreement and request copies of two utility bills from the declared business address.  Subsequent to any credit check Destiny Business Solutions Limited the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Customer as a condition of providing or continuing Service.  Any deposit shall be held by Destiny Business Solutions Limited for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at Destiny Business Solutions Limited’s sole discretion. Any deposit does not relieve the customer of the responsibility for the prompt payment of invoices in accordance with relevant Clauses contained herein.

3.7 Destiny Business Solutions Limited reserve the right if undue excess activity on the customers account is observed and or the customers capability to pay within the due period, to reduce the payment of invoices to weekly or a security deposit taken to the amount deemed necessary to cover, for a period of no more than 6 months or less if predetermined by Destiny Business Solutions Limited in writing.

3.8 Payment Methods available are defined during the agreement with the customer, email and invoices, Destiny Business Solutions Limited reserve the right to dictate the method of payment when it deems necessary.

3.9 If the customer pays any Charges due to us: (i) by cheque or direct debit and the Customer’s approved financial institution refuses to make payment; or (ii) in a currency other than pounds sterling; we will charge the Customer for any bank charges, approved financial institution fees and/or extra administration costs (which may include third party charges) that we incur as a result

3.10 If the Customer does not meet the due payment by due date, Destiny Business Solutions Limited reserve the right to: (i) suspend or terminate the customer access to the Services relevant Control Panel; and/or (ii) charge the Customer interest on the overdue amount(s) at the rate of 4% per annum above Barclays plc base rate. Interest is calculated and accrues daily: and/or (iii) charge an administration fee to cover late payment costs. (iv) Refer the case to an external debt collection agency. (v) charge the customer for any costs that we incur as a result of collection process followed by the debt collection agency

3.11 If Customer disputes any invoice, the Customer must notify us in writing of the dispute and providing us with sufficient detail to investigate the matter and determine whether the Customer’s dispute is genuine and reasonable, prior to the due date for the invoice (ref clause 3.3). If we determine (at our sole discretion): (a) that the Customer’s dispute is not genuine or reasonable, the Customer must pay the invoice in full, plus any interest charged on the full invoiced sum in accordance with clause 3.10 above; or (b) that the customers dispute is genuine and reasonable, the Customer must pay the undisputed part of the invoice and we will both use all reasonable endeavours to resolve the dispute as quickly as possible. If any such dispute is resolved: (i) such that the Customer still owes [company name] amount due, the Customer must pay all sums owed to us within 7 calendar days of resolution of the dispute, [company name] reserve the right to charge interest in accordance with clause 3.10 above from the date payment of the disputed invoice was due; or (ii) such that we owe the Customer money, we will (at our sole discretion) repay or credit on the next invoice sent to the Customer following resolution of the dispute any amount overpaid by the Customer. Each Party will responsible for their own costs.

3.12 Destiny Business Solutions Limited reserves the right to increase the Fees for Services in respect of which it has entered into a Contract with you upon 14 days prior written notice to you.

3.13 It is essential to have atleast one valid card authorized on their account at all times. If card isn’t your primary payment method, then we reserve the right to collect payments via the card incase of a failed direct debit or any outstanding debts that affect the credit limit of the account.

3.14 If any of the pre-authorized payments fail, all the payments due must be paid within 10 days of due date.

3.15Failure to make a payment and re-instate the direct debit would lead to immediate suspension of services

3.16 If You fail to pay on time, We may charge You interest at 4% per year above Barclays Bank’s base rate accrued daily from the due date until You pay Us, and this rate applies before or after any court judgment in our favour on the debt. The interest will be earned daily and You must pay it all with the overdue amount.

3.17 We shall be entitled to recover any amounts owed by You as debts and any costs incurred by us, Debt collection agency or legal fees would be passed onto You over and above your existing debts.

3.18 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.

3.19 In case of the cancellation of direct debit by You under any circumstances will be considered as formal cancellation of the contract and would be liable for immediate termination of the services provided. We shall not be liable for any loss or damage caused due to any such action undertaken by the client.

  1. Trade Marks:

Nothing in this Agreement shall be construed to grant to you any license or any other proprietary or contractual right or interest in Destiny Business Solutions Limited. Destiny Business Solutions Limited shall retain all right, title and interest (including copyright and other proprietary and intellectual property rights) within the customer website Site and or advertising literature, including all legally protected elements and derivative works thereto.

4.1. Unless otherwise specified in writing by Destiny Business Solutions Limited ,we are the owner or licensee of all intellectual property rights within the Destiny Business Solutions Limited Website and control panels along with all subsidiaries and associated companies to Destiny Business Solutions Limited Computer Services Limited, and in the material published within it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

4.2. Unless otherwise specified, the authors of the literary and artistic works in the materials contained in the web sites/panels determined in clause 4.1 have asserted their moral right pursuant to Section 77 of the Copyright Designs and Patents Act 1988 to be identified as the author of those works.

  1. Waiver:

If at any time we do not require the Customer to comply with any provision of this Agreement, this will not prevent us from doing so in relation to that or any other provision of this Agreement in the future.

  1. Customer Representations:

You hereby represent and warrant to Destiny Business Solutions Limited that:-

  • If an individual, you are at least 18 years of age
  • You have full power and authority to execute and deliver this Agreement and Addendums and to perform its obligations hereunder
  • This Agreement constitutes your legal, valid and binding obligations; and
  • All information that you have provided, and may from time to time provide, to Destiny Business Solutions Limited are, unless you deliver written notice to Destiny Business Solutions Limited to the contrary, shall continue to be, true and complete. Any falsifying of information within this agreement will be your sole responsibility under law.
  1. Indemnification:

You hereby agree to defend, indemnify and hold Destiny Business Solutions Limited harmless from and against any suit or proceedings brought against Destiny Business Solutions Limited that arises from any illegal activity by you, breach or any associated person of your obligations, representations or covenants contained within this Agreement.

  1. Faults:

Destiny Business Solutions Limited will make every effort to provide you with the best possible service; we cannot guarantee that the service will never be at fault. Destiny Business Solutions Limited will make every effort to correct all reported faults as soon as we reasonably can, affording any notice period where possible and complying with the clauses contained herein.

  1. Security:

We will not issue you with a username and password for accessing Destiny Business Solutions Limited’s Customers Control Panel unless absolutely required by the business, hereafter known and referred as “Control Panel” in this agreement and attached addendums. If issued to you, these are essential for your secure use of the control panel and service, so you must ensure that they are kept confidential, secure and are used in accordance with all relevant instructions. To ensure that the service remains secure, you must not change or attempt to change a username. If we think there is likely to be a breach of security or misuse of the service we may change your password and then we will notify you that we have done this; and/or suspend username and password access to the Control Panel Interface. If you think that any username or password has become known by someone not authorized to use it, or if any password is being or is likely to be used in an unauthorized way, it is your responsibility to inform Destiny Business Solutions Limited immediately. If any of the information you give to us when you commence with Destiny Business Solutions Limited ,including any changes to your payment details, you must inform us as soon as possible.

 10 Authorisation and Authentication:

10.1 Destiny Business Solutions Limited when required will issue a username and password to the End User via e-mail if not already issued for another service. This login information will serve as identification of the Customer and all services attached to and within its control panel, when accessing Destiny Business Solutions Limited services, either via its web site or through its programmatic interfaces.

10.2 The Customer is responsible for careful use and storage of the username and password issued by Destiny Business Solutions Limited .The Customer acknowledges that Destiny Business Solutions Limited recommends changing the password on a regular basis. If misuse or theft of the login information is suspected, the Customer agrees to immediately notify Destiny Business Solutions Limited in order to suspend the Customer’s account and or take other appropriate measures with the account if required. Destiny Business Solutions Limited shall not be held liable for losses or other consequences arising out of such misuse.

  1. Operational contingencies:

Destiny Business Solutions Limited may need to temporarily suspend a service for operational reasons (e.g. for repairs, planned maintenance or upgrades), Destiny Business Solutions Limited will give you as much notice as deemed possible but not obligated to do so. Destiny Business Solutions Limited will make every attempt to restore the service as soon as possible after any suspension or outage. Destiny Business Solutions Limited reserve the right to alter code or access numbers or technical specification associated with the service deemed necessary for operational reasons. The technical specification will only be changed where this will not materially affect the performance of the service.

  1. Code of Practise

Destiny Business Solutions Limited will do its utmost to support and assist the Customer and or signatory of said agreement, in everyway possible to the best of our endeavours, to continue with our redevelopment program and to conform to our code of practice found on our web site

  1. Limitation of Liability:

Under no circumstances shall Destiny Business Solutions Limited be liable to you for any damages, including without limitation any damages for lost profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental, consequential or special damages, regardless of whether such claim arises under any theory of tort, advice, contract, strict liability or otherwise and regardless of whether Destiny Business Solutions Limited is advised of the possibility of any such damages.

  1. No Assignment:

You may not assign (by operation of law or otherwise) either this Agreement or any of its rights, interests, or obligations hereunder without the written consent of Destiny Business Solutions Limited.

  1. Addendums:

Any addendums attached to this agreement in relation to updates, amendments and or extra services provided by Destiny Business Solutions Limited are part of and obligated by the terms within this agreement.

  1. Third Party Rights

A person who is not a party to this Agreement has no right under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

  1. Terms and Conditions:

This agreement is in conjunction with the Terms and conditions available on the Destiny Business Solutions Limited website respective to the services provided and it is the responsibility of the customer to read and accept the conditions described therein by signing this agreement, the signatories are confirming so.

  1. Governing Law:

This Agreement shall be governed by and construed under the laws of the England only.

  1. Notices:

Any notice to be served by Destiny Business Solutions Limited on the Customer shall be deemed to have been duly served if sent by e-mail or first class post to the Customer at his last known address. Any notice served by first class post shall be deemed to have been served three days after posting and any notice served by e-mail shall be deemed served 48 hours after sending. Any notice to be served on Destiny Business Solutions Limited should be served by sending said notice by post to the Company’s registered address. Any notice served shall only be deemed served once the Customer has received an acknowledgement from Destiny Business Solutions Limited of receipt. Proof of acknowledgement of receipt of such notice by Destiny Business Solutions Limited will only be deemed valid if produced in writing.

  1. Enforceability:

If one or more provisions of this Agreement and or its attached addendums are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its own terms.

  1. Force Majeure:

Neither party shall be liable to the other for any default under this Agreement where such default was caused by any unforeseen event beyond the reasonable control of the defaulting party. Such events include, by way of example only: the result of any Act of God; war, insurrection or civil disorder; failure or shortage of power supplies; national or local emergency; acts or omissions of government; industrial disputes of any kind; the acts or omissions of other companies.

  1. Termination:

Either the Customer or Destiny Business Solutions Limited may terminate this Agreement at any time, by giving 30 days notice thereof (via electronic mail or other means) to the other party, and;

22.1 Without prejudice to any other rights Destiny Business Solutions Limited may terminate the Agreement immediately and or suspend all or part of the services until further notice, if the Customer, at Destiny Business Solutions Limited’s sole discretion, damages Destiny Business Solutions Limited’s reputation or relationship with existing or potential future customers, or brings the company name into disrepute.

22.2 Without prejudice to any other rights the Customer may terminate the Agreement by giving the aforementioned notice period if Destiny Business Solutions Limited are unable to supply the services associated with this agreement and its addendums and promoted through the Destiny Business Solutions Limited website.

22.3 Without prejudice to any other rights Destiny Business Solutions Limited may terminate the Agreement immediately after non payment of invoices and or no communication after a period of 28 days.  Destiny Business Solutions Limited reserves the right to block access to the customer’s panel and take control of said panel.  The Customer will be liable to all invoices incurred up to the agreed date of termination of this agreement.

22.4 Destiny Business Solutions Limited becomes aware that Customer is using or is likely to use the Services in any way which may be interpreted as illegal, immoral or otherwise disreputable, or likely to expose Destiny Business Solutions Limited to un-acceptable risks legally or otherwise, Destiny Business Solutions Limited reserve the right to suspend or terminate with immediate effect with no prior notice.

22.5 Any termination that is caused due to change of mind of the customer, or the customer wanting to move to a new supplier, or for any other reason except inability of Destiny Business Solutions to supply services as described shall levy a contract cancellation fee of £150 + VAT  plus the monthly charges for remainder of the contract term when terminated before the end of minimum contract period as agreed in the addendum from the date of commencement.

22.5 Any termination shall not relieve the customer of its obligation to pay any charges incurred hereunder.  The Parties’ rights and obligations which by their nature would extend beyond the termination, or expiration of this Agreement shall survive such termination, or expiration for the avoidance of doubt, termination of a Service does not affect the provision of any other Service provided pursuant to this Agreement.

  1. Entire Agreement:

This Agreement together with its Schedule and attached addendums constitutes the entire Agreement between the parties on the subject matter hereof and shall supersede all prior written or verbal agreements and understandings between the parties.  In the case of all services offered or supplied, where the additional or replacement terms are required in this agreement shall also be regarded as part of our agreement and where applicable to individual services refer to the attached addendum hereto.

 

WLR Addendum

 Destiny Business Solutions Ltd is an International Communications company that provides Wholesale Line Rental (WLR) services to Customer and Customers, and the said party wishes to obtain those services from Destiny Business Solutions Ltd in accordance with the terms of this full Agreement and further defined hereafter.

  • DEFINITIONS:

All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the Wholesale Line Rental service, defined herein, unless the context otherwise requires:

1.1 “Agreement” means The Customer Agreement in full referenced above, inclusive of all addendums, attachments and relevant Terms, conditions and applicable application form and AUP;

1.2 "Access Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Premises as notified by the Customer to Destiny Business Solutions Ltd;

1.3 "Act" means the Telecommunications Act 1984;

1.4 "Carrier" means any supplier of telecommunications services to Destiny Business Solutions Ltd for the Service;

1.5 "Commencement Date" means the date when the Customer first receives the live Service.

1.6 "Customer Apparatus" means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment;

1.7 "Equipment" means any apparatus or equipment provided by Destiny Business Solutions Ltd or any third party to the Customer at the Premises to enable provision of the Service;

1.8 "Minimum Period" means

(a) 18 months unless otherwise stated within this addendum.

(b) Destiny Business Solutions Ltd Standard services - one (1) calendar month from the commencement date.

1.9 "Destiny Business Solutions Ltd System" means the telecommunication system which Destiny Business Solutions Ltd runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, Destiny Business Solutions Ltd from a third party

1.10 "Person" means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed accordingly;

1.11 "Restricted Information" means any information which is disclosed to one party to this Agreement by the other pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such);

1.12 "Services" hereafter and related to this addendum means Wholesale Line rental (WLR) and all related services as described on the date hereof and within the Company's website www.Destiny Business Solutions Ltdhosting.co.uk together with any increased or improved services of such a nature that may be provided by the Company and defined further within its website.

1.12 "Line Rental Service" hereafter and related to this addendum means Wholesale Line rental (WLR).

1.13 “Wholesale Line Rental” to mean Line Rental Services and or WLR

GENERAL:

2.1

References to clauses and sub-clauses are, unless otherwise stated, references to clauses and sub-clauses within this Agreement.

2.2

The headings within this Addendum are for convenience only and shall not affect its interpretation.

  • PROVISION OF SERVICE:

3.1

Destiny Business Solutions Ltd will provide the Service to the Customer in accordance with the Conditions of this Agreement and addendums and within the Term and Conditions found on the Destiny Business Solutions Ltd website.

3.2

The customer confirms they have legitimate Access and authority to order line Wholesale Line Rental at the location specified in order to receive the Service. If his Customer authority changes, Destiny Business Solutions Ltdcannot be held responsible if the Customer is no longer able to receive the Service due to any legal requirements imposed on Destiny Business Solutions Ltd.

3.3

We shall provide Line Rental Service to you with your authorisation for us to act on your behalf in all dealings with any Third Party Operator in connection with any matter that enables us to provide or to continue to provide you with the Line Rental Service.

3.4

We cannot guarantee that the Line Rental Service will be free of faults, interruptions, timely or secure to the

Extent the Line Rental Service may be affected by circumstances we are unable to control.

3.4

You agree to follow any reasonable instructions that we may give you about the service. This includes giving our engineers and or our representatives access to your premises.

3.5

You will agree to get any related permission needed from any third party if they have to cross their land or put our equipment on their premises if required by the engineers on a new installation if deemed necessary by us.

3.6

Certain services which are provided by Third Party Operators may not be compatible with the Line Rental

Service provided to you and or location. You should be aware that such services may be automatically removed from the line during set up and may no longer be available.

3.7

Destiny Business Solutions Ltdmay occasionally have to interrupt the Service or change the technical specification of the Service for operational, legal reasons or dictated by a third party. Destiny Business Solutions Ltdwill give the Customer as much notice as possible of any planned interruption of the said Service in relation to WLR. In these circumstances The Customer shall have no claim against Destiny Business Solutions Ltdfor any such interruption.

  • RISKS

The Reseller acknowledges that, by definition, access to the Internet and other communication media is associated with risks concerning authentication, data security, privacy, availability of services, reliability of transmission etc. The Customer agrees to accept full responsibility arising from such risks and the consequences of their usage of Destiny Business Solutions Ltdwholesale line rental and related services herein.

COMPANY LIABILITY:

  • The Company agrees to abide to all laws and regulations applicable for services provided by him. The Company shall be liable for all consequences and costs arising out of any breaches against such law or regulations perpetrated by him, or under his direction or on his behalf.
  • The Reseller acknowledges and warrants that the Service shall be used in the way intended and defined within this agreement. Such compliance shall include without limit, the right for the recipient to be informed and their right to access this information and to modify it or to “opt out” completely of the Customer database along with the manner in which they can request this.
  • The Company must not invite the Customer to call back on a premium rate number.
  • PRICING AND PAYMENT:
    • Destiny Business Solutions Ltd shall provide the Customer with the Service for the fees as defined in writing and or the availability through the control panel or Destiny Business Solutions Ltd These fees are payable in advance from the start of the Minimum Period of service. Payment will be due on the date specified on the invoice.
    • Subject to our discretion we will invoice you with credit terms of 30 days net, on an Annual basis only. Destiny Business Solutions Ltd may charge interest on all outstanding amounts on a daily basis at the rate of 4% per annum above the base lending rate, from the date of the invoice until the date of actual payment or judgement has been enforced.
    • Any installation fee as specified to you in writing, website or through your control panel, is payable in advance by credit card.
    • All fees are subject to change with the Line rental Service. In the event that the Destiny Business Solutions Ltd increases its fees, you will receive prior notice as determined within the agreement.
    • In addition to the fee set out on the web site and or determined to the Customer in writing, Destiny Business Solutions Ltd shall be entitled to charge the Customer for the reasons given.
      • Internal Relocation - If a Customer wants to relocate the main phone socket from one room/floor to another within the same building.
      • Abortive Visit Charge - Abortive visits include attendance to incorrect address provided by the customer, site does not meet requirements specified by BT or End User is not available.
      • Administration Charges - Where The Customer provide illegible, materially incomplete or incorrect order details.
      • Reworking Charge - If the Customer consents to a Carrier engineer making good any existing non-Carrier installed wiring to make it fit for installation of the Service.
      • Order Cancellation - If the Customer requests the cancellation of the Destiny Business Solutions Ltd Line Rental Service ten (10) or less days prior to the arranged installation date.
    • Method of payment – as described herein, the website and or by email or other means.
  • FAULTS TO LINE RENTAL SERVICE:

If you suffer or suspect a fault with the Line Rental Service then you should contact our Customer Services Team:

7.2.

We will work on any fault that is reported to us according to the repair service we have agreed to provide to you contained herein and within the Destiny Business Solutions Ltd website

7.3.

You agree that you will be responsible for all charges that you incur or we incur on your behalf in repairing the fault with the Line Rental Service unless the fault is the result of any act or omission of us or a Third Party Operator or is due to fair wear and tear where applicable.

7.4.

If we decide that an Destiny Business Solutions Ltd engineer should be sent to your premises in connection with a fault and that engineer arrives within an agreed appointment time, you will incur an administration fee if you are not available at the agreed time.

7.3.

If an Destiny Business Solutions Ltd engineer attends a fault and decides the fault is with the equipment owned by you then you will be charged for any work carried out and the engineer may disconnect the equipment if deemed necessary.

 CHARGES:

8.1.

You will be charged rental from the day we supply the Line Rental Service. You will pay the rental in advance. The rental will depend on how we classify your line. The classifications are explained in our Price list contained within the Destiny Business Solutions Ltd

8.2.

We will issue your first invoice on your control panel after it is agreed to provide the Service. We will issue you further invoices monthly, but we reserve the right to change the issue date of said monthly invoices if necessary.

8.3

Calls will be charged at 1.4p/min for landlines and 8p/min for mobiles., call charges may vary depending upon the dialled prefix.

  • REPAIR TO SERVICE:
    • Destiny Business Solutions Ltd will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible.
  • SUSPENSION OF SERVICE:

We may suspend the service (without being liable to compensate you);

10.1.

If we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an invoice);

10.2.

If you contravene any part of this agreement and its relevant addendums & Terms & Conditions.

  AGREEMENT AND ADDENDUM AMENDMENTS:

  • Destiny Business Solutions Ltd reserves the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the customer by posting in the Legal section of Destiny Business Solutions Ltd's Web site. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of Fourteen (14) days from the date of posting on the Web site.
  • DURATION AND TERMINATION:
    • This Addendum shall come into force on the date hereof and continue for minimum period of 12 months thereafter unless and until terminated by either party.
  • SEVERABILITY
    • If any of the provisions of this Agreement and Addendums is found by any Court to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and Addendums and the remaining provisions of this

 

Broadband Addendum

Destiny Business Solutions Ltd.is an International Communications company that provides manual and automatic Adsl services to Customers and Customers, and the said party wishes to obtain those services from Destiny Business Solutions Ltd.in accordance with the terms of this full Agreement and further defined hereafter.

  • DEFINITIONS:

All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the Xdsl service, defined herein, unless the context otherwise requires:

1.1 “Agreement” means The Customers Agreement in full referenced above, inclusive of all addendums, attachments and relevant Terms, conditions and applicable application form and AUP;

1.2 "Access Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Premises as notified by the Customer to Destiny Business Solutions Ltd

1.3 "Act" means the Telecommunications Act 1984;

1.4 "Carrier" means any supplier of telecommunications services to Destiny Business Solutions Ltd.for the Service;

1.5 "Commencement Date" means the date when the Customer first receives the live Service.

1.6 "Customer Apparatus" means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment;

1.7 "Equipment" means any apparatus or equipment provided by Destiny Business Solutions Ltd.or any third party to the Customer at the Premises to enable provision of the Service;

1.8 "Minimum Period" means

(a) 12 months unless otherwise stated within this addendum.

(b) Destiny Business Solutions Ltd.ADSL Standard services - one (1) calendar month from the commencement date.

1.9 "Destiny Business Solutions Ltd.System" means the telecommunication system which Destiny Business Solutions Ltd.runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, Destiny Business Solutions Ltd.from a third party

1.10 "Person" means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed accordingly;

1.11 "Restricted Information" means any information which is disclosed to one party to this Agreement by the other pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such);

1.12 "Services" hereafter and related to this addendum means those manual and automatic Adsl and all related services as described on the date hereof and within the Agreement together with any increased or improved services of such a nature that may be provided by the Company.

GENERAL:

2.1

References to clauses and sub-clauses are, unless otherwise stated, references to clauses and sub-clauses within this Agreement.

2.2

The headings within this Addendum are for convenience only and shall not affect its interpretation.

  • PROVISION OF SERVICE:

3.1

Destiny Business Solutions Ltd.will provide the Service to the Customer in accordance with the Conditions of this Agreement and addendums and within the Term and Conditions found on the Destiny Business Solutions Ltd.website in relation to the customer’s customers.

3.2

The Customer must make sure that they have an Access Line with the Physical Characteristics required in order to receive the Service. If the Customer changes from the required Physical Characteristics, Destiny Business Solutions Ltd.cannot be held responsible if they are no longer able to receive the Service.

3.3

Except as otherwise expressly permitted in these Conditions, and in addition to other restrictions herein, the Customer may not:

3.3.1 Transfer rights to the use of the Service to any third party, whether in whole or in part;

3.3.2 Disclose Service features, errors or viruses to any third party without the prior written consent of Destiny Business Solutions Ltd;

3.3.3 Use the Service except in conjunction with Destiny Business Solutions Ltd.recommended operating environment, notified by Destiny Business Solutions Ltd.or modifies the Service without Destiny Business Solutions Ltd.prior written consent.

3.3.4 Destiny Business Solutions Ltd.reserves the right to change the Customer's password at any time at its sole discretion.

3.4

From time to time certain Points of Presence (PoPs), servers, or the whole or part of the Network may be closed down for routine repair or maintenance work. Destiny Business Solutions Ltd.or its authorised representative shall give as much notice as in the circumstances is reasonable and Destiny Business Solutions Ltd.shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time.

3.5

Destiny Business Solutions Ltd.may occasionally have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. Destiny Business Solutions Ltd.will give the Customer as much notice as possible of any planned interruption of the Customer's Service. In these circumstances The Customer shall have no claim against Destiny Business Solutions Ltd.for any such interruption.

  • AUTHORISATIONS AND AUTHENTICATION
    • The Company will issue a username and password to the Customer via e-mail if not already issued for another service. This login information will serve as identification of the Customer and all services attached to and within its control panel to the Company, when accessing the Company's Adsl services, either via its web site or through its programmatic interfaces. The Company will perform no further authentication of the Customer's identity.
    • The customer agrees that all web site activities and programmatic actions which can be traced to its username and password are deemed as having been performed by the Customer itself and are legally binding on it.
    • The Customer is responsible for careful use and storage of the username and or password issued by Destiny Business Solutions Ltd.for the customers. The Customer acknowledges that Destiny Business Solutions Ltd.recommends changing the password on a regular basis. If misuse or theft of the login information is suspected, the Customer agrees to immediately notify Destiny Business Solutions Ltd.in order to suspend their account and or take other appropriate measures. The Company shall not be liable for losses or any other consequences arising out of such misuse.
  • RISKS
    • The Customer acknowledges that, by definition, access to the Internet and other communication media is associated with risks concerning authentication, data security, privacy, availability of services, reliability of transmission etc. The Customer agrees to accept full responsibility arising from such risks and the consequences of the Customers usage of Destiny Business Solutions Ltd.Adsl and related services herein and contravening clause 5 within the agreement.
  • CUSTOMERS LIABILITY:
    • The Customer agrees to abide to all laws and regulations applicable services provided by him. The Customer shall be liable for all consequences and costs arising out of any breaches against such law or regulations perpetrated by him, or under his direction or on his behalf.
    • The Customer acknowledges and warrants that the Service shall be used in the way intended and defined within this agreement and related addendums. Therefore the Customer shall comply with all relevant rules and regulations as in defined in clause ADX3 herein, regarding treatment, use and exploitation of private personal data and other personal information. Such compliance shall include without limit, the right for the recipient to be informed and their right to access this information and to modify it or to “opt out” completely of the Customers database along with the manner in which they can request this.
    • It is the Customers full responsibility if they break any appropriate regulatory bodies rules, regulations or guidelines.
    • The Customer hereby agrees to indemnify and hold Destiny Business Solutions Ltd, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including in particular, without limitation, reasonable legal fees, made by any Person or Persons due to or arising out of the Customers services, use of the services, connection to the Services, breach of this Agreement and or the Customers violation of any rights of any other Person or Persons.
  • PRICING AND PAYMENT:
    • Destiny Business Solutions Ltd.shall provide the Customer with the Service for the fees as defined in writing and or the availability through the control panel or Destiny Business Solutions Ltd. These fees are payable in advance from the start of the Minimum Period of service. Payment will be due on the date specified on the invoice.
    • Subject to our discretion we will invoice you with credit terms of 30 days net, on an Annual basis only. Destiny Business Solutions Ltd. reserve the right to charge interest on all outstanding amounts on a daily basis at the rate of 4% per annum above the base lending rate, from the date of the invoice until the date of actual payment or judgement has been enforced.
    • Any installation fee as specified to you in writing, website or through your control panel, is payable in advance by credit card or as reference in clause 6.5 of the main agreement
    • All fees are subject to change with Adsl. In the event that the Destiny Business Solutions Ltd.increases its fees, you will receive prior notice as determined within the agreement.
    • In addition to the fee set out on the web site and or determined to the customer in writing, Destiny Business Solutions Ltd. shall be entitled to charge the Customer for the reasons given.
      • Internal Relocation - If a Customer on behalf of his Customer wants to relocate the main phone socket from one room/floor to another within the same building.
      • Abortive Visit Charge - Abortive visits include attendance to incorrect address provided by the customer, site does not meet requirements specified by BT or End User is not available.
      • Administration Charges - Where The Customer through or on behalf of his Customer provide illegible, materially incomplete or incorrect order details.
      • Reworking Charge - If the Customer on behalf of his Customer consents to a Carrier engineer making good any existing non-Carrier installed wiring to make it fit for installation of the Service.
      • Order Cancellation - If the Customer on behalf of his Customer requests the cancellation of the Destiny Business Solutions Ltd. ADSL service ten (10) or less days prior to the arranged installation date.
      • Cessation of Service - The customer agrees to pay any costs incurred by ICUK due to cessation of a broadband service supplied. When directly cancelling as a result of a customer house move where a cessation and new provision of service is required and or, when moving to an LLU based ISP and or cessation of the telephone line over which broadband service is provided for what ever reason.
    • Method of payment – as referred to in clause 6.7 of the Customers Agreement
  • DOMAIN NAMES, INTERNET PROTOCOL ADDRESSES:
    • The Customer confirms and warrants that he has in accordance and determined by, Ofcom’s “Code of Practice” and “Terms and Conditions” and any other relevant authorities in this area, has full title and ownership the domain name(s).
    • The Customer acknowledges that Destiny Business Solutions Ltd. cannot guarantee that any domain name the Customer requests will be available or approved for use.
    • Destiny Business Solutions Ltd. has the right to require the Customer to select a replacement domain name and may suspend the relevant service associated with the domain name if, there are reasonable grounds to believe the Customer's current choice of domain name is, or is likely to be, in breach of the provisions of this Agreement and law.
    • The Customer acknowledges that Destiny Business Solutions Ltd. cannot guarantee that any domain name the Customer requests will be available or approved for use.
    • If the Service includes the registration of an Internet domain name the Customer acknowledges and agrees that:
      • Destiny Business Solutions Ltd. does not represent, warrant or guarantee that any domain name applied for by the Customer will be registered in its requested name or is capable of being registered by it or that the use of such domain name will not infringe any third party rights. Accordingly, the Customer should take no action in respect of its requested domain name(s) until it has been notified that its requested domain name has been duly registered.
      • The registration of the domain name and its ongoing use by the Customer is subject to the relevant industries protocols and or the relevant authority's terms and conditions of use. The Customer undertakes to Destiny Business Solutions Ltd. that it will comply with such terms and conditions. The Customer hereby irrevocably waives any claims it may have against Destiny Business Solutions Ltd. in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, acknowledges and agrees that any administration or other charge paid by the Customer in respect of the registration of the domain name, is non-refundable.
      • Destiny Business Solutions Ltd. accepts no responsibility in respect of the use of a domain name by the Customer. Any dispute between the Customer, other individual or organisation regarding a domain name, must be resolved between the parties concerned and Destiny Business Solutions Ltd. will take no part in any such dispute. Destiny Business Solutions Ltd. reserves the right on becoming aware of such a dispute concerning a domain name at its sole discretion, to either suspend or cancel the relevant service associated with the domain name and/or to make such representations to the relevant naming authority as it deems appropriate with no further redress from the Customer.
    • Any Internet Protocol address allocated by Destiny Business Solutions Ltd. to the Customer shall at all times remain the sole property of Destiny Business Solutions Ltd. and the Customer will have a non-transferable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Customer’s licence to use the Internet Protocol address shall automatically terminate and thereafter it will not use such address.
  • INTELLECTUAL PROPERTY RIGHTS:
    • It is agreed and acknowledged by the parties that all communication media and systems associated with the web site, the control panel and the underlying services remain the property of the Company, its suppliers or partners as appropriate. By using the services, the Customer shall not obtain any rights in the infrastructure, content, Intellectual Property, or software associated with the services.
    • To run in conjunction with clause 4 of the Customers agreement.
  • AGREEMENT AND ADDENDUM AMENDMENTS:
    • Destiny Business Solutions Ltd. reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Customer by posting in the Legal section of Destiny Business Solutions Ltd's Web site. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of Fourteen (14) days from the date of posting on the Web site.

 

  • DURATION AND TERMINATION:
    • This Addendum shall come into force on the date hereof and continue for a minimum period of 18 months thereafter unless and until terminated by either party in reference to clause 26 of the Customers agreement including sub clauses.
  • 13 SEVERABILITY
    • If any of the provisions of this Agreement and Addendums is found by any Court to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and Addendums and the remaining provisions of this

Fees

The following table defines the charges levied if applicable on your account

No

Description

Charges(Ex. VAT)

1

Administrative Charges

£45.00

2

Cancelled Order/Cease circuit completely

£35.00

3

Engineer Call Out Charge

£120.00

4

WLR Changes reqd to order and re-issued

£15.00

5

Abortive Visit

£90.00

6

Allowable Change to WLR Order

£15.00

7

Engineer Visit Charge

£60.00

8

Site Supplement (applicable to temporary sites)

£164.00

9

Time Related Charge Material Overhead

£15.60

10

Time Related Charge Normal Workdays Assurance

£180.00

11

Abortive Visit (T2R)

£90.00

12

Missed Appointment Charge

£100.00

13

Oubound Call Barring Debt Management

£1.20

14

Out of Hours

£223.98

15

Outgoing Calls Barred (International + Premium)

£2.00

16

Site Survey Charge

£100.00

17

Time Related Charge Normal Workdays Fulfilment

£120.00

18

Timed Out Waiting for Response

£50.00

19

WLR Exchange Line on RCF Equipment (SL)

£25.00

20

WLR I30 Supp Visit Normal Workdays OOH

£26.35

21

WLR Internal Shift

£109.00

22

WLR LATE CANCELLATION

£40.00

23

WLR Order cancelled by the issuing CP

£45.00

24

WLR Prem Sat AM Fulfilment

£12.50

25

WLR Site Survey

£252.00

26

WLR SMC INITIATED CANCEL

£40.00

27

WLR Visit Normal Workdays OOH Assurance

£95.92

28

WLR Visit Sunday / B/H Assurance

£100.00

29

OBMC Survey

£255.58

30

Re-issue Order

£100.00

31

WLR NSP Survey

£255.58

32

WLR Takeover Line

£10.00

33

Wholesale Maintenance PSTN & ISDN - Level 2

£1.40

Agreement to our Terms and Conditions

By signing this contract and intending to be legally bound, you agree to the terms within this agreement and you the undersigned have executed this agreement effective as of the date of said agreement, the undersigned is acceptance thereof.

Company Name: Zen Umbrella Limited
Contact Person: Wong Man
Contract Term: 12 Months
Monthly Charge:  £50

 

* If there any problems in complying with filling out this information then please contact the help desk on 02033840914

Please sign using a stylus, your mouse, or your finger below to authorize this contract. By electronically signing this document, you agree to the terms established above.
After the document is signed, you can proceed to print it or save it as a PDF.
13/11/2019