the legal bit.
We are GuernseyTel Ltd (“GuernseyTel”)
Our website addresses are: https://guernseytel.com, https://taxiesim.com, https://courieresim.com, https://roaming.gg and https://roaming.je.
The following terms and conditions apply to all business to business services individually i.e. each service is ordered and supplied individually as a separate contract (as from time to time defined and set out on this website) provided by us, to you, in your capacity as a business and you agree to be bound to them when continuing to use this and any related website(s) operated by us and any services provided through it or otherwise supplied by us from time to time subject as set out below:
- Definitions
The following terms and phrases shall have the following meaning unless the context requires otherwise:
Commencement Date
The date and time that we accept your offer to purchase various Services from us from time to time.
Service Level Agreement Our service level agreement (as updated from time to time at our sole discretion) published on this website.
Services
The agreed services to be performed by us as requested by you from time to time set out in this website to be provided by us using reasonable skill and care and subject to our Service Level Agreement.
Term
The duration of the provision of the Services.
Terms & Conditions
These terms and conditions incorporating the Service Level Agreement in respect of which these terms and conditions (updated from time to time at our sole discretion and published on this website) shall take precedence.
Termination Date
The date on which Services are terminated.
Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Data Protection Legislation
Means the Data protection (Bailiwick of Guernsey) Law, 2017 or any variation from time to time thereto.
Deliverables
As set out relevant to each Service so supplied.
- Engagement
We agree (subject to Clause 6) to be engaged by you to carry out the Services.
- Services
We agree:
To undertake and provide the Services in accordance with any brief and deadline agreed with you in respect of which the Term thereof shall be for not less than the Term and;
To manage and carry out the Services in an expert and diligent manner and to provide the Services to the best of our technical and creative skill and to be solely responsible for how the Services are provided;
To the best of our ability, promptly and faithfully meet the Deliverables and deadlines agreed with you;
We are free to undertake and accept other engagements of Services, except those which lead or might lead to any conflict of interest between us during our provision of certain bespoke Services to you;
To use such suitably qualified and experienced personnel as we may from time to time deem appropriate in our absolute discretion;
To keep you informed of progress on the delivery of Services in which we are engaged and shall produce written reports on the same from time to time when so requested by you and appropriate to do so. While our method of working and delivering the Services is entirely our own and performed at our own discretion under our own control without your direct control we shall nevertheless seek to comply with any reasonable requests which do not impact upon our method of working and delivering the Services.
- Invoices and Payment
Fees for the Services will be as follows:
4.1 For the absolute avoidance of any doubt, where Services are provided by us as a Bailiwick of Guernsey registered and operating company you shall be responsible for self billing yourself for input VAT on a reverse charge basis unless your local tax authority from time to time directs otherwise. If you have declared yourself a B2B business customer incorrectly, or caused us to apply different VAT treatment that results in us under charging you any appropriate tax or VAT then you irrevocably authorise and instruct us to charge the same (the “TAX”) to your nominated credit or debit card, direct debit or otherwise charge it to you for immediate payment as it falls due or payable, without further notice. You also hereby irrevocably hold us harmless and indemnify us the same as against such Tax, penalties or interest in relation thereto, without limitation to value or point of reference in time.
4.2 Unless specifically agreed otherwise, invoices will be submitted, and payment made, periodically as set out on this website. In the absence of any other agreement, all accounts are prepaid in advance with payment being made via our website which typically accommodates direct debit and credit/debit card as well as direct bank credit payments (“Pre-Pay Accounts”). Where credit is granted this is subject to ongoing credit vetting, account performance and payment by the aforementioned methods (“Credit Accounts”). Please note that Credit Account status may be withdrawn at any time at our sole discretion and shall, unless otherwise agreed in writing, be subject at all times to a security deposit of fifteen percent (15%) of any credit limit applied (“Deposit”). Pre-Pay Accounts (and Credit Accounts that exceed the Deposit) will be suspended and remain suspended until such time as they are topped-up. We will take reasonable steps to monitor usage and send reminders to you.
4.3 We shall be entitled to be reimbursed by you for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to providing you with vouchers, receipts or other evidence of actual payment of such expenses where unavoidably incurred or incurred with your consent and/or knowledge. For the avoidance of doubt, this shall include all legal, court, counsel and related costs (of any kind) in seeking payment or performance of contract by you or your agents.
4.4 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of eight percent (8%) per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.5 You shall pay all accounts in full and shall not exercise any rights of set-off or counterclaim against invoices submitted by us.
4.6 In the event that we suspend Services due to non or partial payment you shall remain liable for any ongoing charges.
4.7 Prices for Services shall automatically increase in line with changes to the British Retail Price Index (“RPI”).
4.8 Prices for Services may increase, or decrease, as agreed in writing between the parties.
4.9 Notwithstanding as aforesaid we may increase or decrease prices from time to time, giving you at least 1 month’s notice the same. If a price increase is in excess of the RPI you may serve notice in accordance with these terms and conditions to terminate the Service.
4.10 In respect of each attendance by us of manual corrections and/or the application of undercharged VAT and/or charges, and/or where we otherwise have to deal with tax and/or compliance enquiries due to invalid and/or incorrect TAX related information provided by you, we reserve the right, in each case, to levy a fee of £10.00 (“Compliance Fee”) in respect thereof each incident which you irrevocably authorise and instruct us to charge to your nominated credit or debit card, direct debit or otherwise charge it to you for immediate payment as it falls due or payable, without further notice.
- Confidentiality
5.1 We hereby agrees that during the course of providing the Services we may obtain knowledge of trade secrets and also other confidential information with regard to your business and financial affairs and those of your clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), and accordingly we hereby undertake to and covenants with you that:
5.1.1 Save as for your permission to refer to you as a client, in respect of which you grant us authority to refer to you and use your logo on our website for this sole purpose, we shall not at any time during the Term or after the Termination Date use or procure the use your name in connection with our own or any other name in any way calculated to suggest that you are continue to be connected with us or in any way hold ourselves out as having such connection;
5.1.2 We shall not use the Confidential Information other than during the Term and in connection with the provision of the Services; and
5.1.3 We shall not (save as required by law) disclose or divulge to any person other than to our officers, employees and/or legal and financial advisors whose province it is to know the same any Confidential Information and we shall use our best endeavors to prevent the publication or disclosure of any Confidential Information by any other person.
5.2 The restrictions set out in Clause 5 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Contractor.
- Termination of Agreement
6.1 The Term of the [each] Service shall commence on our notification to you of acceptance of your request for Services and shall continue, unless terminated earlier in accordance with this clause, without limitation to point of reference in time.
6.2 In addition, either party shall have the right to bring the Term for a particular Service to an end at any time by summary notice without any payment in lieu in the event of:
6.2.1 The other party being in material or persistent breach (having been given notice to rectify the same); or
6.2.2 The other party persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Services or failing to remedy any default in providing the Services; or
6.2.3 The other party dying or becoming by reason of incapacity incapable of managing their affairs; or
6.2.4 The other party having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against them; or
6.2.5 The other party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
6.2.6 A party’s financial position deteriorates to such an extent that in the other party’s reasonable opinion that party’s capability to adequately fulfil its obligations have or will be placed in jeopardy; or
6.2.8 A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute and the party having been served a notice of termination the same shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified in this clause and its sub-clauses.
6.3 Unless otherwise stated in a particular Service, or as otherwise agreed by the parties, the minimum term of Service and the termination notice period for each Service shall be three (3) months respectively.
- Consequences of Suspension or Termination
7.1 Upon the expiration or termination of the engagement for whatsoever cause, each party shall forthwith deliver up to the other or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in his or her possession, custody or control and which are the property of the other party or which otherwise relate in any way to the business or affairs of the other party and no copies of the same or any part thereof shall be retained by the other party. Each party shall (if required by the other party) make a declaration that the whole of the provisions of this clause have been complied with in full.
7.2 You shall immediately pay to all of our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, all charges pertaining thereto, which shall be payable immediately.
7.3 You shall, within 7 days return all of our physical servers, property and such like (located anywhere in the world) to our registered office at your full risk and cost. If you fail to do so, then you irrevocably authorise and instruct us to enter your premises, or any other premises that you are authorised to access and have placed our equipment (for example data centres) and take possession of our equipment. Until you have returned, or we have repossessed, our equipment you shall be solely responsible for its safe keeping.
7.4 Termination or expiry shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination or expiry.
7.5 The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
- Data Protection and Data Processing
8.1 Both parties will comply with all applicable requirements of their local data protection legislation.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Business is the data controller and the Contractor is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- Intellectual property
For the absolute avoidance of any doubt, each party shall retain full right and title to its intellectual property.
- Limitation of Liability
10.1 Nothing in these terms and conditions shall limit or exclude each party’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
10.2 Subject to clause 10.1:
10.2.1 Neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of use or corruption of software, data or information;
vi. loss of damage to goodwill; and
vii. any indirect or consequential loss, and
10.3 Each party’s total liability to the other, in respect of all other losses arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services.
10.4 This clause 10 shall survive termination.
- No Employment or Partnership
11.1 The parties are independent contractors and nothing herein shall render or be deemed to render either an employee, worker or agent of the other, and nor shall either party hold themselves out as such. These terms and conditions do not create any mutuality of obligation between the parties and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement or during any notice period.
11.2 We may choose to delegate performance of the Services to such suitably qualified and experienced person, firm or body corporate as we may from time to time deem appropriate in our absolute and sole discretion.
11.3 These terms and conditions constitute a contract for the provision of the Services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of:
11.3.1 Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment other than where the latter arise out of our negligence or willful default.
11.4 Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party.
- Notices/Communications
12.1 Any notice or other communication given to a party under or in connection with these terms and conditions shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the registered office or to such other address as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Entire Agreement
13.1 These terms and conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter in relation to the specific Service (the “Agreement”).
13.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out herein. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement herein or on this website.
- Force Majeure
14.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
14.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
14.2.1 Strikes, lockouts or other industrial action;
14.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
14.2.5 Political interference with the normal operations.
- Assignment and Other Dealings
15.1 We may at any time assign, transfer, novate, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent and you specifically hereby irrevocably grant us full authority and power of attorney to bind you to a novation.
15.2 The Contractor shall not, without the prior written consent of the Business, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.
15.3 The provisions of this clause shall survive termination of this Agreement without limitation to point of reference in time.
- Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
- Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
- Waiver
A waiver of any right under the contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Variation
19.1 No variation of this Agreement shall be effective unless it is either notified by way of an update to these terms and conditions on this website, or in writing and signed by both parties (or their authorised representatives).
19.2 No rights of any third parties, in particular the Contracts (Rights of Third Parties) Ordinance 2016, shall apply to this Agreement.
- Law and Jurisdiction
20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Bailiwick of Guernsey.
20.2 Each party irrevocably agrees that the courts of the Bailiwick of Guernsey shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
20.3 Notwithstanding as aforesaid stated, you agree that we shall be entitled at our sole and absolute discretion to bring any action against you in either your home jurisdiction, or in any other jurisdiction in the world subject to either the law of the Bailiwick of Guernsey or the law of the elected jurisdiction.