Babble Cloud Limited –  Activ Technology Limited Product Schedule (updated November 2021)

  1. INTERPRETATION
  • For the purposes of this Product Schedule, references to ‘Agreement’ and the corresponding ‘Order Sheet’ herein shall refer to the agreement and order sheet entered into by the Customer and Activ Technology Limited (and as later novated to Babble Cloud Limited and varied on the dates set out in the written notices to the Customer of such novation and variation).
  • In addition to the definitions and rules of interpretation set out in the Terms, the following definitions apply in connection with this Product Schedule:
  • Commencement Date” means the earlier of the Customer: signing and returning a copy of the Order Sheet (which may be by electronic signature and/or scanned copies on email); or, acknowledging that it wants to proceed with the purchase of the Goods and/or Services verbally, in writing or by conduct including payment of a deposit;
  • Communication Services Agreement” means the agreement between the Customer and the relevant network/service provider for cellular mobile telecommunications airtime and network capacity, fixed line communications and/or software hosting services;
  • Customer’s Default” means any acts or omissions of the Customer or its failure to perform any relevant obligation.

 

  1. APPLICATION OF THIS PRODUCT SCHEDULE
    • This Product Schedule applies to Goods and/or Services provided subject to an Order Sheet entered into by the Customer and Activ Technology Limited. In connection with the provision of such Goods and/or Services, this Product Schedule shall apply to and be incorporated into the Contract. If there is any inconsistency between this Product Schedule, the Terms and the terms contained in the Order Sheet, the following order of prevalence shall apply to the extent of such inconsistency: the Order Sheet, followed by the Product Schedule, followed by the Terms.

 

  1. CUSTOMER OBLIGATIONS
    • If Babble’s performance of any of Babble’s obligations in respect of the Goods and/or Services are prevented or delayed by any Customer Default, or otherwise in the event of Customer Default: 
      • Babble shall, without limiting Babble’s other rights or remedies, have the right to suspend provision of the Goods and/or Services until the Customer remedies the Customer Default, and to rely on Customer Default to relieve Babble from the performance of any of Babble’s obligations to the extent Customer Default prevents or delays Babble’s performance of any of Babble’s obligations; 
      • Babble shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Babble’s failure to perform, or delay in performing, any of Babble’s obligations where such failure or delay is attributable to Customer Default; and 
      • the Customer shall reimburse Babble on written demand for any costs or losses sustained or incurred by Babble arising directly or indirectly from Customer Default. 
    • The Customer acknowledges that it has assessed for itself the suitability of the Goods and/or Services and that Babble has not warranted that they will be suitable for its requirements or that usage will be uninterrupted or error free.

 

  1. CHARGES
  • If a Customer is situated outside the UK it shall be responsible for transferring the relevant funds internationally to Babble’s nominated account and for paying any fees relating to such transfer.
  • Any payments made by the Customer and returned by the bank will incur a £15 administration charge, which will be payable by the Customer.

 

  1. SUBSIDIES
    • Subject to the other provisions of this clause, Babble may, where agreed in writing, provide a subsidy to the Customer either (a) by way of an offset or (b) by paying the Customer, in one or more of the following ways:
      • by Babble deducting the subsidy from the Charges for Goods ordered from Babble; or
      • the payment of the subsidy by Babble, on receipt of a valid invoice from the Customer, as follows:
        • in full after the expiry of 3 (three) months from the Commencement Date where the term of the Agreement is 12 (twelve) months; or
        • in two equal instalments where the term of the Agreement is 24 (twenty four) months, with the first instalment being due after the expiry of 3 (three) months from the Commencement Date and the second instalment being due after the expiry of 13 (thirteen) months from the Commencement Date; or
        • in three equal instalments where the term of the Agreement is 36 (thirty six) months, with the first instalment being due after the expiry of 3 (three) months from the Commencement Date, the second instalment being due after the expiry of 13 (thirteen) months from the Commencement Date and the third instalment being due after the expiry of 25 (twenty five) months from the Commencement Date; or
      • by using the subsidy to discharge any termination charges levied upon the Customer by their incumbent network/service provider provided that Babble is provided with a copy of the invoice/demand for payment of such charges.
    • The amount of the subsidy and method of payment shall be determined by Babble in its sole discretion and Babble is under no obligation to provide a subsidy unless expressly agreed in writing and set out in an Order Sheet.
    • Payment of the subsidy is conditional upon the Customer, for the duration of this Agreement, (a) maintaining the exact number of end-user connections to the network/service as agreed at the outset of the Agreement, (b) not changing tariff to one which results in a lower monthly charge, and (c) complying any other terms that Babble may specify in writing in advance of agreeing a particular subsidy with a Customer. If a Customer breaches a condition of this clause or a network/service provider reclaims or withholds in full or in part any commission due to it for any reason, then Babble may reclaim any subsidies already paid to a Customer and withhold any further subsidy payments.
    • Any such sum reclaimed or withheld pursuant to this clause 5 shall be invoiced to the Customer and such sum shall be payable (unless withheld by Babble) within 5 (five) days of the date of the relevant Babble invoice. 

 

  1. LIMITATION OF LIABILITY – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    • Statements made by Babble relating to the Goods and/or Services, and all recommendations, opinions, surveys and forecasts (together “Forecasts”) in any communication between the Customer and Babble, if any, are made in good faith on the basis of information available at the time and such Forecasts are addressed only to the Customer. Whilst Babble will use reasonable skill and care in the preparation of such Forecasts, neither Babble nor any sub-contractor engaged by Babble shall have any liability in relation to losses or damage incurred as a result of or in relation to reliance on such opinions or recommendations and the Customer expressly acknowledge that such liability is a business risk that the Customer wholly assume. 
    • Babble may, during the supply of the Goods and/or Services, make statements about or recommendations of third party products or services. Babble gives no warranty in relation to such third party products or services, and the Customer shall rely solely on the warranties and remedies provided by any such third party with whom the Customer may contract. 
    • Babble shall have no liability to the Customer to the extent that such liability would not have arisen but for a Customer Default or the default of any third party. 

 

  1. VARIATION
    • Babble may vary the terms of this Product Schedule from time to time (by uploading the revised version at www.babble.cloud/terms) and Babble will notify the Customer of such changes, which shall take effect immediately upon receipt of Babble’s notice.