TERMS OF SERVICE OF SENTICS CUSTOMER CARE
1.1. The Following Definitions and Rules of Interpretation Apply in These Conditions.
Business Day a day agreed and accepted by both parties as a work day other than a Sunday or public holiday in England, when banks in London are open for business.
Commencement Date has the meaning given in clause 2.1.
Conditions these terms and conditions can be amended from time to time.
Contract the contract between Sentics and the Customer for the supply of Services in accordance with these Conditions.
Customer the person, company or organisation that purchases Services from Sentics.
Data Subject an individual who is the subject of Personal Data.
Force Majeure Event has the meaning set out in clause 15.
Services any of the services supplied by Sentics to the Customer as set out in the Specification. Specification the description of the Services provided in writing by Sentics to the Customer.
1.4. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6. A reference to writing or written includes email and text messages.
2. SCOPE OF CONDITIONS
2.1. The commencement of the provision of the Services by Sentics (including provision during any trial period) constitutes an offer by Sentics to supply the Services to the Customer in accordance with these Conditions, and the Customer agreeing to use the Services constitutes acceptance of these Conditions (Commencement Date).
2.2. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 3.
3.1. Sentics shall supply the Services to the Customer in accordance with the Specification in all material respects, to include the receiving of telephone calls from customers or contacts of the customer, sending details of the call for follow up by the client from clients or contacts of the Customer which are intended for the Customer, follow-up outbound calls to such clients and contacts and the dispatch to the Customer of information relating to such messages or calls by telephone, email or text. The number of telephone calls and outbound calling hours identified in the Specification are limited to the month in which they are allocated and cannot be rolled over into subsequent months. Any telephone calls over the amount identified and agreed on, will be billed as an overage.
3.2. Sentics shall not use the Customer’s name, address or logo in publicity materials, publications or products without the prior written consent of the Customer.
4. ADVERTISING the Customer undertakes not to use Sentic’s name, address or logo in publicity materials without the prior written consent of Sentics.
5. CUSTOMER’S OBLIGATIONS
5.1. The Customer shall:
5.1.1. provide Sentics with all data, information and co-operation that Sentics reasonably requires to enable Sentics to perform the Services to observe its obligation under the Contract;
5.1.2. provide Sentics with such information and materials as Sentics may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.3. not use Sentics’s name, address or logo in publicity materials, publications or product without the prior written consent of Sentics; and
5.1.4. at all times indemnify and hold harmless Sentics from and against any and all claims demands proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by Sentics arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the provision of the Services or otherwise.
6. DURATION AND TERMINATION
6.1. The Contract shall commence on the Commencement Date and, unless otherwise agreed in writing and subject to clause 6.2, it shall continue until either party gives to the other party written notice to terminate. 6.2. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
6.2.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
6.2.2. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
6.2.3. the other party repeatedly breaches any of the terms of the Contract or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
6.2.4. the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or being a partnership, has any partner to whom any of the foregoing apply.
7. CONSEQUENCES OF TERMINATION
7.1. On termination of the Contract for any reason:
7.1.1. the Customer shall immediately pay to Sentics all of Sentics’s outstanding unpaid invoices and interest and in respect of the Services supplied but for which no invoice has been submitted and Sentics may submit an invoice, which shall be payable immediately on receipt; and
7.1.2. the Customer shall within a reasonable time, where applicable, return all of Sentics’s equipment; where applicable. If the Customer fails to do so, Sentics may enter the Customer’s premises and take possession of it. Until such equipment has been returned or repossessed, the Customer shall be responsible for its safe keeping.
7.2. Sentics shall be entitled to charge for the Services during the relevant notice period at the higher of the then current rate of fees payable by the Customer or a rate based on the average of the fees payable by the Customer during the previous 12 months.
7.3. The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
8. CHARGES AND PAYMENT
8.1. Unless otherwise agreed in writing by Sentics, all sums due to Sentics under the Contract shall be payable within 7 days of receipt of Sentics’s invoice.
8.2. All invoices submitted by Sentics shall be treated as agreed unless the Customer notifies Sentics of any discrepancies within 7 days of the date of the invoice.
8.3. All charges under the Contract shall be subject to VAT at the prevailing rate.
8.4. Sentics, in consultation with the Customer, may at its discretion assign to the Customer a credit limit and shall notify the Customer of such limit in writing. In the event the aggregate value outstanding from the Customer exceeds this limit, Sentics reserve the right to terminate provision of the Services forthwith in accordance with clause 6.
8.5. Sentics may increase the charges for the Services on an annual basis. In the event of any increase over and above the percentage increase in the Retail Prices Index in the preceding 12 month period, Sentics shall give the Customer written notice with the reasons for such increase.
8.6. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Sentics on the due date, Sentics may:
8.6.1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time, accruing on a daily basis and compounded quarterly until payment is made, whether before or after any judgment, and the Customer shall pay the interest immediately on demand and
8.6.2. suspend all Services until payment has been made in full.
9. EQUIPMENT AND SOFTWARE
9.1. All software and hardware in whatever form provided by Sentics for the purpose of providing the Services remains the property of Sentics.
9.1 Sentics grants the Customer a non-exclusive, non-transferable license to any such software for the purpose of using the Service and for no other purpose. The Customer shall not reproduce the software, shall keep it in confidence and shall not modify it.
9.2. The Customer acknowledges that, where Sentics does not own the software or hardware supplied, the Customer’s use of rights is conditional on Sentics obtaining a written license or sublicense from the relevant licensor on such terms as will entitle Sentics to license such rights to the Customer.
10. DATA PROTECTION AND CALL MONITORING
10.1. Sentics and the Customer acknowledge that for the purposes of all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 (“DPA”); the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, the Customer is the data controller and Sentics is the data processor in relation to personal data (“Personal Data”).
10.2. Sentics shall process all Personal Data relating to the Customer, the Customer’s directors, employees, contractors and consultants and any person or organisation from whom Sentics receives a telephone call, text or email for or on behalf of the Customer (a “Caller”) strictly in accordance with the DPA and on the written instructions of the Customer.
10.3. For the purposes of the Contract, “process” shall include (without limitation) the collection, recording, storage and disposal of Personal Data.
10.4. Sentics shall, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
10.4.1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
10.4.2. take reasonable steps to ensure compliance with those measures.
10.5. Sentics shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
10.6. Sentics shall assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the DPA.
10.7. At the written direction of the Customer, Sentics shall delete or return Personal Data and copies thereof to the Customer on termination of the Contract.
10.8. Sentics shall notify the Customer without undue delay upon becoming aware of any breach of the provisions of this clause 10.
10.9. In the event that Sentics breaches any or all of the above mentioned provisions of this clause 10, the Customer reserves the right to terminate the Contract forthwith without notice to Sentics.
10.10. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of Sentics in connection with the Services.
10.11. The Customer warrants that the Contract and the Services provided under it will not amount to any breach of any contract or arrangements it has with any of its clients or customers.
10.12. The Customer acknowledges that calls may be monitored or recorded for training purposes.
11.1. For the purpose of Contract “Confidential Information” is defined as:
11.1.1. the name, company, firm or organisation, telephone number and other personal and contact details of a Caller.
11.1.2. the nature and content of the call, text or email including any attachments to the text or email, and any messages or voicemails left by the Caller;
11.1.3. the existence of the call, text or email; and
11.1.4. any information identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
11.2. Sentics undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any Confidential Information (except as permitted for use in the ordinary course of business, to the directors, employees, contractors and consultants.
11.2.2. Sentics may disclose Confidential Information:
11.3.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under or in connection with the Contract. Sentics shall ensure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this clause 11; and
11.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.3 the Customer undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of Sentics, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.4. For the purpose of this document, Confidential Information relating to Sentics shall include any information supplied whether in writing, orally or otherwise to the Customer marked as “confidential” described as “confidential” or which might reasonably be assumed to be confidential.
11.5. Sentics shall treat all messages as confidential. However, should Sentics be served with an appropriate order or warrant, Sentics shall disclose such information as required by law.
12.1. This clause 12 sets out the entire financial liability of Sentics (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of: 12.1.1. any breach of the Contract including any deliberate personal repudiatory breach or any deliberate breach of the Contract by Sentics, or its employees, agents or subcontractors;
12.1.2. any use made by the Customer of the Services, or the equipment that has been supplied to the Customer under the terms of the Contract or any part of them; and
12.1.3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
12.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3. Nothing in these Conditions limits or excludes the liability of Sentics:
12.3.1. for death or personal injury resulting from negligence; or
12.3.2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Sentics; or
12.4. Subject to clauses 12.2 and 12.3, Sentics shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of information or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
12.5. Sentics total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the aggregate of the invoices for the Services used by the Customer over the previous 12 months.
13. NO OFFERS OF EMPLOYMENT
For the duration of the Contract and for a period of 6 months after its termination, neither party shall without the prior written consent of the other, solicit the employment of any person employed by the other party in the course of developing, supplying, maintaining or supporting the Services.
14.1. The Customer agrees that it will not use the Services for any matter which in the reasonable opinion of Sentics constitutes any improper, immoral or illegal purpose and confirms that such use constitutes grounds for immediate termination of the Services by Sentics.
14.2. The Customer undertakes not to send or deliver or cause to be delivered to Sentics’s premises any noxious, harmful, illegal, immoral, perishable, dangerous or bulky items or materials and in the event of such a delivery Sentics reserves the right to refuse to accept the items or materials.
15. FORCE MAJEURE
15.1. Neither party shall be liable for failure to perform obligations, if under the Contract, that failure results from any circumstances beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Sentics or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default of suppliers or subcontractors (“Force Majeure Event”), provided it:
15.1.1. has taken all reasonable steps to prevent and avoid the Force Majeure Event;
15.1.2. takes all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable;
15.1.3. on becoming aware of the Force Majeure Event, promptly informs the other party in writing of the Force Majeure Event, the known or anticipated impact of the Force Majeure Event and with a reasonable estimate of the period during which the Force Majeure Event will continue;
15.1.4. as soon as is reasonably practicable after becoming aware of the Force Majeure Event, provides written confirmation and reasonable evidence of the Force Majeure Event to the other party; and
15.1.5. notifies the other party when the Force Majeure Event has concluded.
Sentics may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
17. ENTIRE AGREEMENT
17.1. The Contract 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.
17.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17.3. Nothing in this clause shall limit or exclude any liability for fraud.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
21.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by the relevant party.
21.2. Any notice or other communication shall be deemed to have been received: if delivered by hand at the proper address; or via email.
21.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
22. THIRD PARTY RIGHTS
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23. GOVERNING LAW AND JURISDICTION
23.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
23.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.