MessageBase Service Terms & Conditions of Service Subscription Agreement for FrontDesk Call Transfer & Managed Switchboard Services (The Agreement)
Transforce Limited trading as MessageBase Service through websites at www.messagebase.co.uk, www.messagebase.com and its related websites, hereafter to be referred to as 'MessageBase', supplies operates services (not exclusive to but inclusive of call answering, message forwarding, call forwarding, mail handling & forwarding and related services, provision of telephone numbers and facsimile services) under the following terms and conditions.
MessageBase reserves the right to add to and amend these terms and conditions from time to time as may be required. These MessageBase terms and conditions supersede any terms and conditions previously issued to The Client by MessageBase. MessageBase agrees to provide up to date copies of these terms and conditions via our website at www.messagebase.co.uk or upon the request of The Client.
Any Company or person registering and subscribing to use of any MessageBase services, hereafter referred to as The Client, for personal or business use or on behalf of a third party, is bound by these terms and conditions. Breach of this terms and conditions may result in suspension or termination of all, or part of the services provided.
General Terms
1. Service Availability
Based on The Clients choice of service level, MessageBase agrees to provide one or more of the following:
- Message forwarding via email
- Message forwarding via SMS text message (and email)
- Call transfers to a nominated numbers (a deposit may be required)
- Mail address & mail handling
The Client acknowledges that MessageBase is a telephone answering service and whilst MessageBase will always endeavour to comply with client requests, and may agree to trial certain services, service levels in this trail circumstance cannot be guaranteed. The Client understands that MessageBase accepts no responsibility for direct or indirect losses to The Client or others as a result of any operational errors.
The Client accepts that by undertaking certain services, namely the SMS text messaging facilities, message content may be restricted due to predetermined parameters set by the various mobile network providers.
The Client accepts that the subscription agreement is for an initial minimum period of one month’s or six or twelve months in the case of special offers and when the supply of hardware devices is included in the service agreement. Following this initial period and unless terminated in writing, the agreement shall be extended for a further one month and so on at the end of each calendar month.
The Client accepts that calls will be taken by MessageBase between the hours of their selected subscription level. It is The Clients responsibility to ensure that provision is made for call answering during the times they require. MessageBase holds no responsibility for calls outside of Standard Service Hours (08h30 to 18h00, Monday to Friday excluding public holidays in England & Wales) unless The Client has previously subscribed to the MessageBase service extension required. Only the 24/7 Extended Service Option covers bank holidays, all other tariffs exclude bank holidays. Changes to service hours can be made by subscription to the service level required.
MessageBase agrees to employ continued quality control and monitoring of its network, service providers and systems in so far as is reasonably possible and necessary in order to maintain service levels. MessageBase and The Client acknowledge that from time to time anomalies as a result of human error and technical faults may occur. MessageBase agrees to endeavour to keep disruption to services to a minimum. The only exception to this is a Force Majeure event including, fire, communication line failures, power failures, riots, terrorism, war, strikes, epidemics, natural disasters or anything beyond MessageBase control.
Whilst MessageBase will make every reasonable effort to ensure that staffing levels match The Client's call volumes, MessageBase cannot offer guarantees relating to staffing levels. The Client will ensure that MessageBase is made aware of any expected increase to call volumes within a time scale that will allow MessageBase to provide sufficient staffing levels and training to its operators to enable them to handle the proposed call volumes.
All MessageBase calls will be answered based on the information given to MessageBase by The Client either at the point of subscription agreement or later. The Client undertakes to provide sufficient information in the format requested. Any required training over and above MessageBase standard services training, will be paid for by The Client. Costs for additional training will be offered by MessageBase and will be payable in advance.
The Client accepts that not every call will result in a message and that some callers will leave insufficient information for a complete message to be sent. MessageBase will make all reasonable efforts to filter unwanted calls.
Where VoIP phone services are included in the Agreement MessageBaseshall use reasonable endeavours to make available to you at all times the Services but we shall not, in any event, be liable for interruptions of these services. We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.
The Service requires that your Network Service Provider or switch (PBX) hardware/software supports call diverts (or call forwarding). The Service requires that your caller line identification is available to MessageBase. When roaming abroad mobile networks may not be compatible with your home network's SMS/text message service limiting the ability to deliver text messages to you. MessageBase assumes no responsibility for the deletion, miss-delivery or timing of sent messages. Additional charges may apply when roaming.
The services are provided on best endeavours basis and MessageBase hereby disclaim all other warranties, terms and conditions whether express or implied, including, but not limited to implied warranties terms or conditions concerning merchantability, satisfactory quality or fitness for purpose. MessageBase assumes no responsibility for the deletion, miss-delivery or for failure to store any content. MessageBase makes no warranty that the services will be uninterrupted or error free.
2. Charges and Pricing
MessageBase reserves the right at any time, without prejudice or prior notice, to make amendments to the pricing structure of any or all of its services. MessageBase will make reasonable efforts to make The Client aware of these changes.
Current service charges and prices for telephone services will be provided upon written request. New and returning Clients may choose from MessageBase current service structure. Service charges cannot be backdated. Full service structures for call answering and additional services are also available by written or email request to the MessageBase Centre.
The Client understands that in the following instances, their network provider may charge for call time accumulated in addition to other charges:
- For the diverted part of the call when re-routing calls to MessageBase Centre
- For accessing voicemail services
- Whilst roaming on mobile networks
MessageBase will not be held liable for any additional charges levied by network providers and recommends that all clients request full charging structures from their network provider before entering into any service.
All MessageBase, any third party and any service provider’s services are chargeable. This includes, but is not limited to every SMS sent from MessageBase Centre to The Client. MessageBase reserves the right to charge for undelivered SMS messages, except for where the failure is shown to be through the sole fault of MessageBase. All calls are chargeable regardless of whether said call resulted in a message being sent to The Client unless otherwise notified.
Agreements including services priced on a ‘LiveTime’ (LT) and ‘Out Going Minutes’ (OGM) basis in ‘pence per minute’ (ppm) will be charged per second and rounded up to the nearest whole pence for billing purposes.
Clients can upgrade their account at any point during a billing month resulting in a pro-rata charge for each tariff on their next invoice. All accounts must remain on the higher tariff for a minimum period of 1 month before any downgrading of service can occur.
All quotations for any services are valid for 15 days only. MessageBase reserves the right to change the quotation at any time after this period. The Client shall be responsible to MessageBase for verifying the accuracy of the details specified in MessageBase quotation/estimate. All quotations and estimates are based on information, data and collateral being compatible with MessageBase systems and equipment. If The Client supplies anything that is incompatible, MessageBase reserves the right to surcharge any additional costs at its standard rates without informing The Client or refuse to accept the data, goods or collateral in question.
A returnable monetary deposit may be required against call transfer charges, OoA and NGN charges, postal charges or where the supply of hardware devices is included in the service agreement. This deposit may be equal to one month or more months of the estimated billing amount. MessageBase reserves the right to request additional levels of monetary deposit dependent upon changes to The Client’s total monthly MessageBase billing or for any other reason.
When The Client completes The Agreement via paper based systems, email or any on-line facility or The Client starts trading with MessageBase, this constitutes acceptance of MessageBase Terms and Conditions. MessageBase reserves the right not to begin preparatory work until the specified sign up process is completed, including the registration of the electronic payment method selected by The Client for the initial payment.
3. Subscription Agreement Registration
Clients completing the subscription registration confirm that the information they have provided and will continue to provide is true, accurate and complete information about them and agree to inform MessageBase if that information changes. If it is shown or MessageBase reasonably suspects that The Client has not done this, MessageBase may suspend or terminate your Agreement and refuse use of the services. MessageBase will treat any confidential information with care and will only use your information in accordance with these terms. The Client should note in particular, that these terms will allow MessageBase and any service providers to process The Clients service agreement and user data and to receive and deliver the content.
During subscription registration, Clients may be requested to provide proof of identification (as required by current legislation) via originals of documents. If MessageBase does not receive proofs or is not confident with the results of these checks, MessageBase reserves the right to suspend / terminate any account within seven (7) working days of the first day of registration. These identity confirmation documents must include one or more of the following:
- An original of a managers/owners utility bill or Company headed paper showing there registered number and office address and the billing address.
- Passport and/or driving licence with photo-identity of the main contact.
Clients may be required upon registration to provide the initial subscription payment by one or more payment methods. MessageBase reserves the right at any point to refuse registration if valid payment details are not provided in accordance with these terms.
Except where express written authorisation otherwise states, the point of subscription agreement of the MessageBase Service or parts of the service thereof and the acceptance of the terms of this agreement will be deemed to have occurred when a full electronic or paper based copy of The Agreement has been received and accepted by MessageBase and the credit/debit card and/or the direct debit instruction details are processed by MessageBase whichever is the later.
4. Billing
The Agreement comprises any MessageBase service package subscription charges and any additional service charges and are payable monthly by Bank Direct Debit Instruction or recurring credit/debit card payments. Subscriptions are payable monthly in advance and collected on or after the 1st day of every month. Additional services billed monthly in arrears. The additional services will be collected by direct debit (or recurring card) payments on or after the 21st day of each month.
Unless otherwise expressly agreed in writing, the billing period will be on a month to month basis. Invoices will be produced on a monthly basis accordingly to reflect this charging period.
By supplying bank and/or credit/debit card details The Client accepts and agrees to allow MessageBase to take monies for all outstanding monies owing. Failed transactions due to insufficient funds or invalid, changed or cancelled details will incur an administration fee of £25 per failed transaction. Non-automated payments will incur an administration fee of £5 per transaction.
Where The Client has failed to make full payment of monies due under this clause 4, The Client shall have seven (7) days to remedy such failed payment and if not remedied within that time MessageBase may suspend or terminate this Agreement by notice electronically or in writing to The Client. In the event of the failure of a direct debit (or credit/debit card) payment or for the due payment not to be made on the dates above in this clause 4, MessageBase reserve the right to suspend or terminate the service forthwith.
It is the responsibility of The Client's to ensure that all billing details, including the correct billing address, are kept up to date. Any amendments to details must be made at least five (5) working days before the end of the billing month in writing. Changes to bank /card details must be submitted at least ten (10) working days before the date shown on the invoice. Late amendments of these details may result in failed transactions and incur an administration charges.
All late payments will be subject to 4% compound interest over the Barclays Bank PLC Base Rate on a daily basis. All costs of recovery will be paid for by The Client, including the legal and administrative costs of recovery. MessageBase reserves the right to charge administration charges for all late payments.
5. User Conduct
All information, text, sound or messages ("Content") are the sole responsibility of the originating person. MessageBase is not responsible for the Content of messages, electronic channels or any other activities conducted through any MessageBase service provided under the terms of The Agreement.
MessageBase reserves the right to terminate The Agreement if in the reasonable opinion of MessageBase it considers that any service provided to The Client has been used for the purpose of violating any law. In addition if MessageBase have any reason to believe that The Client has (or allowed to be) used any service to harass, threaten, embarrass or cause distress or discomfort to any person or transmit Content that we consider to be unlawful, harmful, threatening, abusive, defamatory, vulgar, obscene or racially, sexually or otherwise objectionable; transmit any Content that infringes any rights of confidence, trademarks, copyright, or other proprietary rights or intellectual property of any party; impersonate any person or manipulate identifiers to disguise the Content origin; or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation. We do not permit the use of the services to send unsolicited marketing material. If you send or allow to be sent any unsolicited marketing message using the services we reserve the right to charge you up to £25 for each such unsolicited message.
6. Cancellation
The Client accepts that The Agreement is for an initial minimum period of three months for FrontDesk and managed switchboard services including any third-party provided managed services and 12 months when the supply of hardware devices is included in The Agreement. Following this initial period the agreement shall be extended for a further one month period and so on at the end of each period for agreements with a monthly value of £500 or less and extended for a further three period for a Agreement with a value greater than £501 per month.
Unless otherwise stated through express written agreement, the following applies to all accounts:
- The minimum subscription period is three or twelve months from the first billing date. Cancellations after the minimum subscription period will result in invoices will be produced for the final subscription
and for the final services after the expiry of thirty days. All outstanding sums at the point of cancellation must continue to be paid accurately and expediently complying with the terms of this
Agreement. Cancelled direct debit instructions before the final billing date may result in an administration charge being applied.
- This Subscription Agreement will commence on the date agreed and shall continue for the minimum subscription period until terminated in writing by either party, such notice to be given a minimum of 30 or 90 days prior to the next anniversary of the commencement date.
- Signed documentation to serve notice must be sent via recorded delivery or email for the avoidance of all doubt. Electronic facsimiles will not be accepted.
- The monthly fees and additional services will continue to be invoiced and due for payment until the termination notice is received in the format stated in these terms and conditions and the notice period has expired.
7. Mailing and Fulfilment
MessageBaseMailBase mail handling and mail campaign fulfilment clients are required to have their own postage accounts or pay a deposit and if MessageBase agrees at any time to forward mail or send out a mailing on the MessageBase postal account, cleared funds must be in MessageBase bank account prior to the mailing being commenced.
MailBaseclients must complete the indemnification documentation process described above and sign the MailBase acceptance forms allowing MessageBase to intercept post address to The Client and agreeing that MessageBase is exonerated from any responsibility for any miss-handling, miss-direction or miss-delivery of any postal item.
MessageBase accepts fulfilment materials delivered to its offices on behalf of The Client. Deliveries will be accepted as 'unchecked' as accurate quantity and quality cannot be evaluated at point of delivery. MessageBase will not accept any liability for discrepancies relating to deliveries and no liability for goods in storage. MessageBase reserves the right to refuse goods that have not been booked in, in advance or arrive in an unsafe manner. Clients must arrange their own insurance. The Client shall be required to approve the layout and contents of all mailings in writing and MessageBase shall have no liability whatsoever in respect of the quality or content of any goods so approved. Any changes requested will not be accepted verbally and must be accompanied by written, dated and signed instructions. It is The Client's responsibility to ensure that these have been received.
Time scales agreed with clients are subject to change if any components of the mailing data or fulfilment material is not delivered in full as agreed, are not as specified or any problems arise which affect the timing of the job or if The Client makes any changes not detailed in the original quotation or client purchase order. The job will be rescheduled at the next available time period. If a client is not happy with their rescheduled time and requires MessageBase to extend staff rotas to fulfil the job, MessageBase will endeavour to arrange additional work time where possible. This may incur additional costs to The Client as quotations are all based on schedules within Standard Service Hours.
8. Personal Data
(a) Data Protection Laws
Where either party collects, receives from and/or processes any personal data, as that term is defined under the UK Data Protection Act 1998 or any subsequent UK legislation, in connection with this Agreement (“Personal Data”), including any data collected or received from third parties who call or leave messages via the MessageBase service, it shall comply with all applicable data protection laws at all times.
(b) Processing
Each of the parties shall maintain any Personal Data in confidence, and shall only collect and process (including disclose) any Personal Data where it is reasonably necessary for the purposes of complying with this Agreement and shall not process the Personal Data further for any other purpose or in any other manner, except where such further processing is required by any data protection law or other applicable law.
(c) Disclosure
MessageBase may disclose such Personal Data to network or service providers as is reasonably necessary to fulfil the technical and operational aspects of this Agreement. In all other cases, where either party discloses the Personal Data to a third party (including third-party agents acting on behalf of either party), it shall only do so with the prior consent of the other party and where the third party agrees to be bound by obligations which are no less onerous than the obligations applicable to the parties under this Agreement, excepting such disclosures to third parties that are required by data protection law or applicable law.
(d) Measures
Each of the Parties shall ensure technical and organisational measures are adopted to protect Personal Data held by it against accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access and against all other unauthorised or unlawful forms of processing. Each party shall inform the other in writing within three (3) business days of any accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access to the Personal Data.
(e) Termination
On termination of this Agreement, each party shall, within ten (10) business days of any request by the other party, send to the other party all Personal Data held by it on behalf of the other party, together with all copies in any media of such data or destroy the same, unless it is required, by any data protection law or applicable law to retain such data or a part thereof.
9. Confidentiality
All confidential information disclosed by either party, including Personal Data, shall remain strictly confidential and shall not be disclosed by the recipient party to any third party, unless so required by applicable law or as necessary to perform obligations under this Agreement. In this clause 10 (Confidentiality) the term
“Confidential Information” shall mean any and all materials and information of a party or its affiliates, constituting or concerning know-how, trade secrets, products, processes, services, contracts, employees, business methods or practices, client and customer lists, pricing techniques and information, financial information, intellectual property rights or ideas which, at the time or times concerned, are not generally known to third persons and which relate to any one or more of the aspects of the business of such party or its clients or customers and such other information as may be proprietary or confidential in nature or is identified by such party as confidential.
10. General Practices Regarding Use and Storage
MessageBase may establish general practices (and change such practices without notice) and limits concerning use of the Services, including, without limitation, any fair use policies to be implemented by MessageBase, the maximum number of days that messages or other uploaded content will be retained by us. MessageBase take no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the services. MessageBase will not hold mailing data or materials any longer than four weeks beyond the mailing date supplied by The Client.
11. Modifications to Services
Subject always to clause 2 (Charges and Pricing), MessageBase may make reasonable modifications to the supplied services (or any part of them), without notice to the Client. However, if MessageBase wish to discontinue or reduce the supplied services (or any substantial part of them), MessageBase must give the Client not less than one (1) months prior written notice.
12. Technical and other Support Services
Support services are not included in any subscription agreement price. Unless specifically, included in any additional service prices support for IP telephony equipment, data services, Out-of-Area (OoA), SIP and non-geographic numbers (NGNs) including any re-configuration of services or equipment, change of location or the destination of OoA, Sip or other numbers is not included in any part of The Agreement.
13. Termination
In addition to the specific rights of termination mentioned elsewhere in this Agreement, MessageBase may terminate this Agreement for any or no reason, provided it gives the Client not less than one (1) months prior written notice. Upon termination of the Agreement, the Client shall have one (1) month to make any outstanding payments, following which the Client’s liability to MessageBase shall cease
14. MessageBase Proprietary Rights
MessageBase services and any software or hardware used in connection with the services ("Software") contain proprietary and confidential information that is protected by intellectual property and other laws. The Client acknowledges and agrees that content contained in information presented to you through the services may be protected by copyright, trademark, patents or other proprietary rights and laws. The Client or any third party may not copy, modify, rent, lease, loan, sell, distribute or create derivative works based on content you receive (other than for forwarding messages) or the Software, in whole or in part. The Client may not access the services by any means other than through the interface that is provided by MessageBase for use in accessing the services.
Hardware supplied as part of the service subscription agreement at all times remains the property of MessageBase. The Client should ensure the safe keeping and necessary insurance of any hardware so supplied.
15. Employees & Employment
(a) Employees of the Client
Concerning any applicable employment regulations, MessageBase shall assume no liability for all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Client including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
(i) the termination by the Client of the employment of any employee forming part of an organised grouping of employees whose principal purpose was to provide functions reasonably similar to the services to be provided by MessageBase under this Agreement (the “Transferring Client Employees”);
(ii) anything done or omitted to be done in respect of any of the Transferring Client Employees which is deemed to have been done by the Client or MessageBase by virtue of applicable employment regulations; and
(iii) any claim made at any time by any employee of the Client and the Transferring Client Employees who claim to have become an employee of or have rights against MessageBase by virtue of the applicable employment regulations.
(b) Employees of MessageBase
The parties agree that, subject to the terms of this Agreement, MessageBase may be replaced as the supplier to the Client of the services contemplated by this Agreement, whether by another third party to the Client (a “Replacement Supplier”), or by the Client itself. In this situation, certain employees of MessageBase may form part of an organised grouping of employees whose principle purpose is to provide functions reasonably similar to those functions to be transferred to a Replacement Supplier or to the Client (the “Transferring MessageBase Employees”). In this situation, the Replacement Supplier or the Client, as the case may be, could inherit certain liabilities in respect of the Transferring MessageBase Employees under applicable employment regulations.
Accordingly, MessageBase shall assume no liability for all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred orsuffered by the Client including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
(i) MessageBase failure to perform and discharge any obligation with respect to the Transferring MessageBase Employees;
(ii) anything done or omitted to be done in respect of any of the Transferring Client Employees which is deemed to have been done by the Client, a Replacement Supplier or MessageBase by virtue of applicable employment regulations;
(iii) all and any claims in respect of all emoluments and outgoings in relation to the Transferring MessageBase Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise);
(iv) any claim arising out of the provision of, or proposal by, MessageBase, a Replacement Supplier or the Client to offer any change to any benefit, term or condition or working condition of any Transferring MessageBase Employee; and
(v) any claim made by or in respect of any person employed or formerly employed by MessageBase, other than a Transferring MessageBase Employee, for which it is alleged the Client or any Replacement Supplier may be liable by virtue of this Agreement and/or any the applicable employment regulations.
Where the Contracts (Rights of Third Parties) Act 1999 shall apply to this clause 18(a) (Employees of the Client) and 18(b) (Employees of MessageBase) and any Replacement Supplier shall have no right to enforce any obligations and indemnities under this clause 18(b) (Employees of MessageBase) and 18(b) (Employees of MessageBase) pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999.
(c) Employment
The Client agrees that during a period from the commencement of work in relation to the supply to twelve months after its completion in accordance with The Agreement, it shall not employ or engage on any other basis any MessageBase staff associated with the provision of the services without the prior agreement of MessageBase in writing.
16. Service Levels and Disclaimer of Other Warranties Terms and Conditions
The Service requires that your Network Service Provider supports call diverts (or call forwarding). The Service requires that you caller line identification is available to MessageBase. When roaming abroad certain mobile networks may not be compatible with your home network's SMS/text message service limiting the ability to deliver text messages to you. MessageBase assumes no responsibility for the deletion, miss-delivery or timing.
The services are provided on best endeavours basis and MessageBase hereby disclaim all other warranties, terms and conditions whether express or implied, including, but not limited to implied warranties terms or conditions concerning merchantability, satisfactory quality or fitness for purpose. MessageBase assumes no responsibility for the deletion, miss-delivery or for failure to store any content. MessageBase makes no warranty that the services will be uninterrupted or error free.
17. Limitation of Liability
MessageBase does not control the Content transmitted through the services. By using the services you may be exposed to content others send that you find offensive, indecent, or objectionable. MessageBase is not liable for content, including, but not limited to, any errors or omissions in any content even if it arises through MessageBase negligence or for loss or damage of any kind incurred as a result of the use of any content.
MessageBase is not liable for indirect loss or for loss of profits, goodwill, time, use, data or other intangible losses (even if advised of the possibility of such damages), whether arising through breach of contract tort or otherwise, resulting from: (i) the use or the inability to use the services; (ii) the cost of procurement of alternative services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party transmitted through the services. MessageBase cannot accept any liability for any third party transaction, which MessageBase arranges on behalf of The Client. Any disputes must be taken up with the third party. The Client shall indemnify MessageBase against all and any cost, claims, liabilities and expenses suffered or incurred by The Client as a result of this business relationship. MessageBase liability arising out of or in relation to this agreement, whether arising due to breach of contract tort or otherwise, is limited to the greater of (a) the amount of fees The Client pay to MessageBase in the 3 months prior to the action giving rise to liability, or (b) £50. MessageBase is not liable for any failure to perform its obligations when that failure is caused by events beyond its reasonable control ("Force Majeure").
MessageBase cannot accept any liability for any third party transaction, which MessageBase arranges on behalf of The Client. Any disputes must be taken up with the third party. The Client shall indemnify MessageBase against all and any cost, claims, liabilities and expenses suffered or incurred by The Client as a result of this business relationship. The Client is wholly responsible for compliance of any legislation and takes full responsibility for data compliance.
Whilst every reasonable effort is made to ensure that staffing requirements match The Clients' call volumes or mailing requirements, MessageBase cannot offer any guarantees on staffing levels. MessageBase reserves the right to call record from time to time for quality control monitoring.
The Client undertakes to provide sufficient information in the format requested or initial training to MessageBase personnel where applicable, for example on outbound campaigns to enable the MessageBase Operators to carry out their role. Any training over and above MessageBase in house training will be paid for by The Client and these costs will be agreed in advance. MessageBase will advise The Client regarding the information that is required to fulfil the role and the parameters of the service. MessageBase is a message taking service and all information and other facilities reasonably requested by MessageBase to enable it to perform the Services shall be supplied by The Client within reasonable time-scale and any information or data supplied by The Client shall be accurate and sufficient to enable MessageBase to perform the Services as agreed. The Client maintains responsibility for full payment of services in the event of a delay in providing or failure to provide the necessary information and facilities.
MessageBase accepts no liability whatsoever for the content of any communication on behalf of The Client either verbal or written. MessageBase will use its best endeavours to represent your organisation in a professional manner.
MessageBase agrees to provide The Client with message taking/order taking/call transfer/mailing/data and other services utilising all reasonable efforts to ensure that accurate data is recorded and The Clients' requirements are fulfilled according to the information supplied. Where MessageBase uses third parties reasonable measures will be taken by MessageBase to ensure the maintenance of any service levels. However MessageBase cannot guarantee or be held liable in full or in part to the service levels provided by any third parties. This includes but is not exclusive to other service providers and network providers including e-mail services, SMS text message services, client’s website services shared calendar and other web services and applications.
MessageBase will make all reasonable efforts to filter unwanted calls however MessageBase cannot regulate the calls that are answered by operators on behalf of The Client. The Client accepts that not all calls will result in a message and that some callers will not leave sufficient information. MessageBase Operators will use their best endeavours to gain the relevant information from the caller. The Client will be liable for all minutes that operators are on the phone and or call transfer or message charges and The Client will be invoiced at the prevailing charge rates applicable to the service provided. MessageBase reserves the right to terminate the call if the caller is abusive or proper communication is not possible.
Prices, fees and charge rates in The Agreement are based on information provided in advance by The Client. Should materially changes in the information supplied occur MessageBase reserves the right to adjust the charges accordingly to ensure that MessageBase is compensated for the services provided to The Client.
18. Notices
Notices of changes to The Agreement or on other matters may be sent to you by email, standard mail/post or through our website at www.messagebase.co.uk. The Client may contact MessageBase for any reason, including the updating or correcting of your personal data by email (to nominated addresses) or using contact pages made available through this or any of our associated sites.
From time to time MessageBase may contact The Client with marketing promotions. The Client may choose to opt-out of these communications by contacting MessageBase.
19. General Information
This Agreement is the entire Agreement between MessageBase and The Client and governs the use all MessageBase Services. It supersedes any prior agreements that have been made. The Client may be subject to additional terms and conditions such as those imposed by your Network Service Provider. If any provision of this Agreement is found by any competent court to be invalid or unenforceable, its invalidity or unenforceability shall not affect the other provisions of this Agreement. If MessageBase fails to exercise, or delays in exercising a right or remedy under this Agreement or given by law, MessageBase is not waiving that right or remedy or any other rights or remedies.
The Client confirms that they are aged over 18 years of age. The Client confirms that if they are not the bill payer, that they contract with MessageBase on behalf of the bill payer and that they have sufficient authority to enter into such a contract and that they will continue to be liable under The Agreement jointly with the bill payer.
The Agreement is governed by the laws of England and Wales and both parties submit to the jurisdiction of the courts of England and Wales.