1. DEFINITIONS

In these Conditions:-

1.1 “Additional Service Charges” means the charges for Additional Services detailed in this Agreement;

1.2 "Additional Services" means such services as detailed in this Agreement to be provided in accordance with these Conditions;

1.3 “Agreement” means this contract between you and Armchair for the provision of the Services

1.4 "Armchair" means Armchair Call Handling Limited, the supplier of the Services. “Answercall” is a trading style of Armchair Call Handling Limited;

1.5 "Account" means the account maintained by us for you in connection with the Services;

1.6 “Call Handling” means the answering of specific calls by Armchair on your behalf and as required taking Messages in accordance with these Conditions;

1.7 "Charges" means the Specified Service Charges, the Additional Service Charges and the Telephone Answering Service Charges for the Services detailed above in this Agreement as subsequently amended from time to time in accordance with Conditions 4.7 and 4.8. All Charges exclude VAT except where stated and are subject to VAT;

1.8 “Client” means the person, firm, company or other organisation named in this Agreement engaging Armchair to provide the Services, also referred to in this Agreement as “you”;

1.9 "Commencement Date" is as shown in this Agreement;

1.10 "Conditions" means the terms and conditions for the supply of the Services set out herein;

1.11 "Contact Information" means the contact information supplied by you to Armchair to facilitate the delivery of Messages and the provision of the Telephone Answering Services, as detailed in this Agreement and as amended from time to time in accordance with these Conditions;

1.12 “Due Date” means 7 days from the date of issue of the invoice;

1.13 "Direct Dial Number" means the telephone number allocated to you by Armchair in connection with the Telephone Answering Services;

1.14 "Messages" means the messages from third parties taken by Armchair and to be provided to you in accordance with these Conditions;

1.15 “Minimum Period” means the minimum period during which Armchair shall provide the relevant Services and shall be the period identified as the "Minimum Period" in this Agreement or if no such period is specified twelve (12) months;

1.16 “Operator” means the provider of access to the Telecommunications Network;

1.17 “PhonePay Plus” means the regulatory body now known as PhonepayPlus and formerly known as the Independent Committee for the Supervision of Standards of Telephone Information Services;

1.18 “Porting” or “Port” means to move the end-user's destination number or services from one Operator to another Operator;

1.19 “Regulation” means law or regulation affecting the provision of the Services, including the General Conditions published by OFCOM from time to time, and any applicable or relevant rule or regulation published by PhonepayPlus;

1.20 “Services” means the Specified Services, the Additional Services and the Telephone Answering Services;

1.21 "Set Up Fee" means the sum specified as such in this Agreement;

1.22 “Specified Service Charges” means the charges for the Specified Services detailed in this Agreement;

1.23 "Specified Services" means such services as detailed in this Agreement to be provided in accordance with these Conditions;

1.24 “Standard Hours” are as specified in this Agreement but exclude certain public holidays when Armchair is closed as notified to clients in advance;

1.25 “Tariff” means the Plan, Call Credit, Features, Add-on Features, Payment Frequency, Minimum Period, Payment Method, Charges and any Special Conditions which apply in this Agreement, as amended from time to time in accordance with these Conditions;

1.26 “Telecommunications Network” means the public and private telecommunications systems accessed by the Telephone Number or by which the Services are made available;

1.27 “Telephone Answering Service Charges” means the charges for the Telephone Answering Services detailed in this Agreement;

1.28 “Telephone Answering Services” means the provision by Armchair of a facility to answer telephone calls in your name and take Messages on your behalf in accordance with these Conditions;

1.29 “Telephone Number” means the telephone number allocated to your Account;

1.30 "VAT" means Value Added Tax at the applicable rate from time to time;

1.31 "you" means the person, firm, company or other organisation named in this Agreement as engaging Armchair to provide the Services.

2. PROVISION OF THE SERVICES

2.1 Armchair shall provide and you shall purchase the Services in accordance with these Conditions.

2.2 The Minimum Period commences on the Commencement Date. This Agreement will continue automatically on the same Tariff after the expiry of the Minimum Period unless and until terminated in accordance with Condition 6.

2.3 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular Armchair is unable to guarantee that all or any overseas systems will be able to access or be accessed by you using the Telephone Number or that telephone keypads used on such systems will use the same alphanumeric combinations as are currently used in the UK.

2.4 Where your name in the Agreement is incorrect or incomplete, you agree that Armchair may treat as being the Client the individual or organisation that made the initial payment for the Services.

2.5 Armchair may on giving you 7 days notice alter the Direct Dial Number used as a divert number for the Telephone Answering Services or make any other changes to the Services that do not adversely affect the nature or quality of the Services to a material extent.

3. YOUR OBLIGATIONS

3.1 You shall comply with any reasonable directions or instructions (including requests for assistance or information) issued from time to time by Armchair in connection with the Services or any of them.

3.2 You shall ensure insofar as is possible that the Telephone Numbers are not used in any unlawful, improper or damaging manner.

3.3 You will supply the Contact Information in good time to enable Armchair to provide the Services.

3.4 You shall indemnify Armchair against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services or other breach of the Agreement and all costs and expenses reasonably incurred by Armchair in investigating and/or defending itself in relation to any such claim or proceedings.

3.5 You shall indemnify Armchair against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent you from using the Telephone Number.

3.6 You shall continually ensure the accuracy of all the Contact Information.

3.7 You shall notify Armchair by the Commencement Date of the method in which Armchair should deliver Messages to you. If you wish to change the notified method you must give Armchair no less than 24 hours written notice.

3.8 You must ensure, insofar as is reasonably practicable, that no Messages of an offensive, immoral, abusive or obscene nature are left for you by third parties. Armchair will notify you of any such Messages.

4. CHARGES

4.1 You must pay any Set Up Fee prior to the Commencement Date.

4.2 You must pay the Charges in accordance with the Payment Frequency, the first such payment being made by the Commencement Date. Subsequent payments must be made by direct debit by the Due Date.

4.3 If you fail to honour any payment by the Due Date under this Condition Armchair reserves the right to charge you an administration fee, currently £10, on each occasion that such a payment is missed or dishonoured.

4.4 If there are any invoices outstanding beyond the Due Date, Armchair reserves the right to suspend the Services and disconnect the Telephone Number.

4.5 Certain Services (e.g. diverts to international numbers) have additional costs which are outside the control of Armchair. Where any such charges to Armchair are greater than those included in the Charges, Armchair reserves the right to increase Charges accordingly for these Services.

4.6 Armchair reserves the right to levy a charge for Porting the Telephone Number to another provider following termination of this Agreement, based on Armchair’s then current charges for Porting.

4.7 Armchair shall be entitled to vary the Charges from time to time in line with its current price list on giving you not less than 1 month's written notice.

4.8 The Charges will increase on 1st September of each year in line with any annual increase in the Retail Prices Index (RPI) as published by the Office for National Statistics for the 12 month period ending July of that year.

5. WARRANTIES AND LIABILITY

5.1 Armchair warrants it will use reasonable care and skill in providing the Services.

5.2 The warranty in Condition 5.1 above is given subject to the following conditions:

5.2.1.1 Armchair shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from the provision by you of incomplete, incorrect, inaccurate, illegible, or out of sequence Contact Information, or the failure to provide Contact Information in good time or at all, or which results from your act or omission, or any act or omission Armchair undertakes at your request;

5.2.1.2 except in respect of death or personal injury caused by Armchair's negligence, or as expressly provided in these Conditions, Armchair shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any loss of profit or any direct, indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Armchair, its agents or otherwise) which arise out of or in connection with the provision of the Services; and

5.2.1.3 subject as expressly provided in these Conditions, and except where you enter in to the Agreement dealing as a consumer, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. If you are contracting as a consumer transaction your statutory rights are not affected by these Conditions.

5.3 You shall be solely responsible for and hold Armchair fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Armchair as a result of any breach or default of your obligations under any contract.

5.4 Armchair will endeavour to keep Messages confidential although where Messages are, in the opinion of Armchair, offensive, immoral, abusive or obscene, Armchair reserves the right to notify the relevant authorities.

6. TERMINATION AND SUSPENSION

6.1 Either party shall be entitled to terminate the Agreement at any time by giving not less than one month's written notice to the other. Should you request to terminate the Agreement before the expiry of the Minimum Period there will be no refund of any Charges already paid in respect of the Services. Following termination you will also be liable for any unpaid Charges in respect of the Services.

6.2 Either party may (without limiting any other remedy) at any time terminate the Agreement immediately on giving written notice to the other if the other:

6.2.1.1 commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 14 days after being required by written notice to do so; or

6.2.1.2 enters into liquidation, or (in the case of an individual or firm) becomes bankrupt, or makes a voluntary arrangement with their creditors or has a receiver or administrator appointed.

6.3 If you fail to pay the Charges on the Due Date, Armchair shall be entitled immediately to suspend performance of the Services and withhold Messages and disconnect the Telephone Number.

6.4 On termination you shall forthwith remit any unpaid balance of Charges.

6.5 Armchair reserves the right to suspend the Services in the following circumstances: where technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services, to the extent that in Armchair’s opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to Armchair’s interests, you act in such a way or permit anything to be done which, in the reasonable opinion of Armchair, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network, Armchair is required to do so directly or indirectly by law, the Operator, OFCOM or PhonepayPlus or under any Regulation, action is required for modification or maintenance or in cases of emergency or Armchair has reason to believe the Services are being used for unlawful, fraudulent or improper purposes.

6.6 In the case of any proposed disconnection pursuant to Condition 6.5 Armchair shall give you due notice of any consequential service interruption or disconnection and, except in cases of fraud, persistent late payment or non-payment, any such service interruption shall be restricted, as far as technically feasible, to the Service concerned. In other cases, Armchair shall give, as far as is technically feasible, such notice as is reasonable in the circumstances.

6.7 You shall remain liable for all Charges during any period of suspension or disconnection attributable to your actions or omissions and for any subsequent reinstatement or re-connection. You will be still be bound by these Conditions including Condition 4.2.

6.8 It is your sole responsibility, at or before the date of termination, to remove all diverts to the Direct Dial Numbers provided by Armchair to you to enable the provision of the Telephone Answering Services. Should you fail to remove diverts on termination the result will be that your incoming calls will continue to be presented to the Armchair’s telephone answering staff after the termination date. In these circumstances you will be responsible for the costs associated with answering these calls on the same Tariff which applied before termination until such time as you remove the diverts.

7. DATA PROTECTION ACT

7.1 Information that you provide to Armchair about private individuals relevant to Armchair’s dealings with you will be stored within Armchair's computer system and manually for so long as may be necessary to provide the Services and until any Charges cannot be lawfully challenged, subject to any maximum and/or minimum periods prescribed by any Regulation.

7.2 For the purpose of the Data Protection Act 1998 (the "Act”) Armchair will only use such information for legitimate purposes including: communicating with the individuals concerned as necessary in connection with your dealings with Armchair, communicating with you in connection with Armchair's services generally, providing it to the Operator to enable the provision of the Services or to third parties as required by you or by law or as necessary in connection with your dealings with Armchair (including for inclusion in publicly available directories). Those third parties may be outside the European Economic Area; providing it to licensed credit-reference agencies for credit checks to be undertaken, or providing it to the police and other enforcement agencies for the investigation of fraudulent, criminal, terrorist or other illegal activities.

7.3 By giving Armchair that information you consent to Armchair holding, using and disclosing it for those purposes.

7.4 Armchair is permitted under the Act to hold and use personal data for the purposes specified above. It will not process such data provided by you otherwise than for those purposes or as otherwise required by you.

7.5 Armchair confirms that it will comply with the Seventh Data Protection Principle under the Act (data security) in relation to all personal data supplied by you.

8. GENERAL

8.1 These Conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing by Armchair. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

8.2 Armchair shall not be liable to you for any failure to perform, or any variation in its performance, attributable to accidents or circumstances beyond its reasonable control and in particular, without limitation, any industrial action, civil commotion, riot, invasion, war, threat of or preparation for war, shortage of materials, fire, explosion, storm, flood, earthquake, subsidence or other natural physical disaster, epidemic, act or restraint of government or any failure by any sub-contractor of Armchair to perform.

8.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and may be sent by post, electronic mail or facsimile. If such notice is sent by post it shall be deemed to have been received 48 hours after posting and shall be effective notwithstanding that it was not in fact delivered or was returned undelivered. If sent by electronic mail or facsimile it shall be deemed to have been received (whether or not actually received) at the time of dispatch.

8.4 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of these Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

8.6 English law shall apply to the Agreement and these Conditions, and the parties agree to submit to the exclusive jurisdiction of the English courts.