“Night and Day PA” shall mean Nightanddaypa Limited
“Supplier” shall mean Nightanddaypa Limited who are the Supplier primarily responsible for the provision of the service
“Client” shall mean the Company or sole trader or partnership who enter into an agreement by acceptance of these Terms and Conditions with Nightanddaypa Limited for the provision of Services
“Service” shall mean any service or services provided by Nightanddaypa Limited
1. The Service will be provided for a minimum term of THREE months.
2. Should either party wish to cease the service notice after this THREE month period, notice must be given in writing not less than ONE MONTH prior to the next billing date.
3. Night and Day PA will provide personnel to answer incoming telephone calls in the name of the Client’s company as detailed on the booking form unless instructed otherwise. Our service provides you as standard a maximum of 12 concurrent calls, depending on total available channels.
4. A message will be taken wherever a caller wishes and that message will be logged on the Night and Day PA Message Management system.
5. All messages will be held until the Client requests delivery of them unless it has been agreed that messages will be relayed upon receipt.
6. The Client may have the messages relayed in written form by way of either Email or SMS transmission.
7. Where requested, Night and Day PA will use its discretion to assess whether a message is urgent or important and relay the same via SMS to a designated mobile telephone, or via Email.
8. It is the sole responsibility of the Client to effect the successful diversion of all calls from its normal telephone to the number provided for the purpose of this service by Night and Day PA.
9. Night and Day PA cannot be responsible for ensuring this divert facility is active although it is essential for the provision of the Night and Day PA telephone answering service. Night and Day PA is unable to refund any payments should this facility not work for any reason.
10. Night and Day PA personnel will only answer incoming calls between the hours of 8am and 8pm Monday to Friday and 9am and 6pm on Saturdays & 10am-5pm Sundays, or as agreed with the clients during the setup process. Outside of these core hours and during UK Bank Holidays calls will be answered by a voicemail system. If a Client elects to have a personal voicemail box where callers can leave a message Night and Day PA will transpose, or forward via .wav file, any such messages on behalf of the Client and include them in the log of all messages provided on the next working day unless agreed to the contrary. Call handling services may also be extended, up to 24/7, upon payment of an additional fee for extended cover.
11. Call Patching – the prices quoted assume call duration of not more than 20 minutes to UK land lines and 10 minutes to mobiles. International patched calls are charged separately. Night and Day PA reserves the right to either withdraw this service or levy a reasonable surcharge should the Client take calls that last longer than this. Night and Day PA cannot be responsible for the reliability of calls patched. Night and Day PA will attempt to patch callers through to up to TWO numbers before taking a normal message from the caller.
12. Weekend, weekday evenings and 24/7 Service – Clients using an extended cover service should note that the same personnel that answer the calls during the core weekday hours will not necessarily answer calls at other times due to changing shift patterns.
13. The prices quoted assume typical call duration of no more than three minutes. At its sole discretion Night and Day PA may charge Clients a surcharge if calls habitually take longer than this, normally in the form of an additional message charge.
14. In return for the standard charge Night and Day PA will endeavour to log the following information each time a call is taken: 1) The name of the caller 2) their telephone number, plus 3) a basic message, unless otherwise expressly agreed with you.
15. Night and Day PA are also able to take extended messages and the processing of other data at the request of the Client conditional on a surcharge for each such extended message. If it is felt necessary to make such a charge we will not do so without first agreeing a specific rate with the Client unless in accordance with 13 above.
16. Outbound calls, where required, made on behalf of Clients business’, e.g. follow up to sales leads, appointment diary booking call-backs, CRM and email enquiry responses, credit control calls, customer service calls, surveys etc are made at a time convenient to Night and Day PA, unless previously agreed with Clients who are paying our priority Emergency Outbound Response higher service level fee. Outbound calls will be costed and charged separately from the inbound call handling package depending on service level factors such as time taken, call knowledge complexity, international calls, weekend / evening calls, priority Emergency Outbound Response service level, patched calls, further admin required.
MANAGED LIVE CHAT
17. Night and Day PA will provide personnel to answer incoming live chats in the name of the Client’s company as detailed on the booking form unless instructed otherwise. Our service provides you as standard a maximum of 4 concurrent chats, depending on total available channels.
18. A conversation will be managed based on FAQ information given by the client. Should further follow up be required, a message will be taken wherever a chatter wishes and that message will be logged on the Night and Day PA Message Management system.
19. All messages will be held until the Client requests delivery of them unless it has been agreed that messages will be relayed upon receipt.
20. The Client may have the messages relayed in written form by way of either Email or SMS transmission.
21. Where requested, Night and Day PA will use its discretion to assess whether a message is urgent or important and relay the same via SMS to a designated mobile telephone, or via Email.
22. It is the sole responsibility of the Client to effect the successful implementation of the live chat code provided by Night and Day PA into their website.
23. Night and Day PA cannot be responsible for ensuring this is successfully implemented although it is essential for the provision of the Night and Day PA managed live chat service. Night and Day PA is unable to refund any payments should this facility not work for any reason.
24. Night and Day PA personnel will only answer incoming live chats between the hours of 8am and 8pm Monday to Friday and 9am and 6pm on Saturdays & 10am-4pm Sundays, or as agreed with the clients during the setup process.
25. The prices quoted assume typical chat duration of no more than five minutes. At its sole discretion Night and Day PA may charge Clients a surcharge if chats habitually take longer than this, normally in the form of an additional live chat charge.
26. In return for the standard charge Night and Day PA will endeavour to log the following information each time a chat is taken: 1) The name of the caller 2) their telephone number, plus 3) a basic message, unless otherwise expressly agreed with you.
27. Night and Day PA are also able to manage more complex live chats and the processing of other data at the request of the Client conditional for a surcharge. If it is felt necessary to make such a charge we will not do so without first agreeing a specific rate with the Client unless in accordance with terms 25 and 26 above.
PA AND ADMINISTRATION SERVICES
28. Night and Day PA will provide personnel to provide personal assistant and administration Services where required.
29. Subject to specific package details, A personal assistant will be made available to Client on a first come first served basis.
30. All communication with a personal assistant shall be via the means agreed before the commencement of the Service.
31. Night and Day PA personnel will only will be available to provide the personal assistant and administrative service between the hours of 9am and 5pm Monday to Friday and 9am and 6pm on Saturdays & 10am-5pm Sundays, or as agreed with the clients during the setup process.
32. The prices quoted assume a reasonable level of complexity and concurrent time reasonable expected of a personal assistant. At its sole discretion, Night and Day PA may charge Clients a surcharge if complexity or time concurrency exceeds this level.
33. All sums payable under this agreement, unless otherwise stated, are exclusive of VAT and other duties or taxes. VAT is due at UK rates.
34. Following completion of any free trial period the service must be cancelled in writing to avoid incurring Service charges.
35. The only method of payment that Night and Day PA accepts is Direct Debit and a Direct Debit must be completed upon the termination of any trial in order for the service to continue.
36. Admin charges and call, chat or time inclusive, or fixed service fee packages are paid monthly in advance with any additional usage charges being billed monthly in arrears.
37. One month’s tariff will also be taken at the outset by way of a fully refundable deposit that will be repaid on the termination of the service providing no sums are outstanding.
38. An additional charge may be made for messages delivered by any method other than email.
39. A variable Set Up/staff training fee per service may be taken at the outset. This may be increased to cover any complex/lengthy training.
40. All subsequent payments will be due within 7 days of our invoice date and we will process your payment using the Direct Debit details used to open the account. We do not accept credit card or cheques as a method of payment.
41.. In the event of a direct debit payment failing a 3% bank admin fee will be added to the account and immediate payment by credit/debit card required to fully clear the outstanding account and keep the line open until the direct debit is reinstated.
42. A standard fixed credit limit is applied to the accounts of all Clients, normally equal to one month package value. Night and Day PA reserve the right to request an interim payment if this is exceeded also to suspend the service if a credit limit is significantly exceeded or there is reasonable cause for concern regarding account payments.
43. Service prices are reviewed annually in-line with good business practice and inflationary needs. One month’s written notice will be given of any annual price increases as required. Night and Day PA reserve the right to amend the cost of the provision of services at any time to include requesting a further, interim, set up fee and/or an increase in the call handling or admin fees of the Client if their requirements/service level changes or the workload/volumes increase significantly after the original price was agreed. A notification may be provided in invoice emails or invoices themselves.
44. Any subsequent software, equipment, staff support, mailing, administration, services provided by Night and Day PA or its own Suppliers to the Client may or may not be subject to a separate agreement without prejudice to these Terms and Conditions.
45. Night and Day PA shall be entitled forthwith to suspend or terminate its service if any sums become overdue, or if it has reasonable grounds to believe that any aspect of the service is being used for illegal, fraudulent or immoral (in the reasonable opinion of Night and Day PA) purposes.
46. Night and Day PA shall be entitled forthwith to suspend or terminate its service if the Client commits any continuing or material breach of the Terms and Conditions or after written notice is given by the Supplier to the Client who fails to remedy the breach within 5 days.
47. Night and Day PA shall be entitled forthwith to suspend or terminate its service if an encumbrancer takes position or a receiver is appointed over any of the property or assets of the Clients or the Client goes into liquidation or makes a voluntary arrangement with its creditors or becomes subject to an administration order or the Client ceases, or threatens to cease to carry on business. In any such case, all amounts owing to Night and Day PA shall become immediately due and payable.
48. Night and Day PA shall be entitled to charge the Client interest at 4% per annum above HSBC Bank plc base rate from time to time on accounts in excess of 7 days overdue.
49. Night and Day PA reserve the right to recover damages or pursue any other remedy available to it in respect of any breach by the Client of these Terms and Conditions.
51. We shall use reasonable skill and care in providing our contracted services to you. Except as expressly provided in these terms and conditions, we expressly disclaim, to the extent permitted by law, any further representations (except misrepresentations made fraudulently), warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill. In particular, we shall not be liable to you for any mistakes made in connection with our call handling, administrative or managed live chat services. Night and Day PA shall not be liable in contract, tort (including negligence), statutory duty or collaterally or otherwise arising out of or in connection with these terms and conditions for consequential, indirect or special loss or damage or any economic loss (including loss of revenues, profits, contracts, business or anticipated savings), in each case whether or not advised of the possibility of such loss or damage and howsoever incurred. Our maximum liability in contract, tort (including negligence), statutory duty or collaterally or otherwise arising out of or in connection with these terms and conditions and/or Night and Day PA, shall, in respect of one or more events or series of events (whether connected or unconnected) taking place within any twelve-month period be limited to the lesser of £30 or the sums paid by you in such period. Notwithstanding any provision of these terms and conditions: (i) your statutory rights as a consumer are not affected; (ii) we will be liable to you without limit for any death or personal injury caused by our negligence and to the extent that liability arises be liable to you without limit for any death or personal injury caused by our negligence and to the extent that liability arises under Part 1 or section 41 of the Consumer Protection Act 1987 and for liability arising from statements made fraudulently by us.
52. If you use Night and Day PA for any illegal purpose or for any purpose other than that expressly permitted by these terms and conditions or in breach of these terms and conditions you will be liable to indemnify us in full for any loss, liability or cost which we incur that arises from or in connection with any such use or alleged use.
THE SUPPLIER’S RIGHT TO ASSIGN
53. This agreement and all rights under it may be assigned or transferred by the Supplier but not by the Client.
54. This agreement shall be subject to and interpreted in accordance with the laws of England.
55. All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it.
56. The failure by either party to enforce at any time or for any period any one or more of the Terms or Conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this agreement.
STATUS OF THE SUPPLIER
57. During the Term the Supplier shall be an independent contractor and not the servant of the Client.
INTERUPTION TO SERVICE
58. The Client accepts and acknowledges that malfunctioning or defective equipment may cause interruption of services, that atmospheric conditions under special circumstances may cause interference to the provision of the services and that calls and data may be routed over national public telecommunications systems and other IT and mobile phone networks beyond the control of Night and Day PA and Night and Day PA shall not be liable for.
59. The Client or any of it’s officers, employees or associates may not at any time (either during or within five years of the last provision of service by The Supplier) contract with, employ, reward or pay – either directly or indirectly* – any employee, agent or freelancer introduced by, retained by or in any relationship with The Supplier. Should The Client or any of it’s officers, employees or associates breach this term, a fee of the greater of £3,500 or 12.5% of the employee’s annual total cost to the Client will become payable to The Supplier immediately. The Supplier will invoice the Client for this fee if it has a reasonable suspicion that the Client is in breach of this agreement, if The Client provides evidence in writing that this agreement has not been breached The Supplier will cancel the invoice.
* Including but not limited to other companies controlled by, owned by or associated with the Client or any of the Client’s employees, officers or associates.
60. All disputes or differences which shall at any time arise between the parties whether during the Term or afterwards touching or concerning this agreement or its construction or effect or the rights, duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Charted Institute of Arbitrators in accordance with the Arbitration Acts or any statutory modification or re-enactment of it for the time being in force.
61. The contract for the purchase or sale of Services shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English Courts.
62. Night and Day PA reserve the right to amend these Terms and Conditions at any time in the future, for example due to legislative changes. Clients will be provided with new Terms and Conditions should this become necessary.