Terms of Business
Defined terms and conditions
Business hours’ means hours between 9:00am to 5:00pm, Monday to Friday excluding bank and public holidays.
‘Commencement date’ means the date set out on the signed pro-forma order form/invoice.
‘The company’ means Meridian IP Communication Ltd (Registration number 6517634)
‘Conditions’ means these conditions and any additional conditions agreed in writing between the customer and the company.
‘Contract’ means the contract relating to the sale and/or lease and/or hire of the equipment and/or the services and/or the maintenance services and/or the telephone call service and/or the supply of telephone numbers.
‘Customer’ means the person who enters into the contract with the company.
‘Equipment’ means the goods (Including any instalments of the goods or any parts for them) which the company is to supply in accordance with the contract.
‘Annual maintenance charge’ means the amount specified on the signed pro-forma order form/invoice as varied from time to time.
‘Maintenance service’ means rectify and/or rectification of the fault on the telephone system.
‘Installation address’ means location of the equipment.
‘Services’ means the provision by the company to the customer of the service as agreed between the company and the customer.
‘Term’ means the agreed time set out on the signed pro-forma order form/invoice and shall continue thereafter from year to year until termination by the giving of at least three months notice by either party to the other. Such period of notice to end on the last day of the signed pro-forma order form/invoice period or the anniversary thereof , unless otherwise agreed in writing.
“BT” means British Telecommunications PLC of 81 Newgate Street, London, EC1A 7AJ. Registered in England number 1800000
“BT Equipment” means equipment (Including software) placed by BT at the premises to provide the service.
“call” means a signal, message or communication that is silent, spoken or visual
“Call diversion” means diverting incoming calls to another fixed line or mobile telephone number as set out in the service charter
“customer equipment” means equipment that is not part of BT’s network and which the customer uses or plans to use with the services.
“premises” means the place at which the company agrees to provide the service
“service failure” means the continuous total loss of the facility to make or receive a call, or of any related service provided to the customer under this contract.
1.2 Any reference in these conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The heading in these conditions are for the convenience only and shall not affect their interpretation.
1.4 The customer consents to the company processing data provided by the customer and relating to the customer and its employees in accordance with the data protection act 1998 and for this data to be held on computer files and used by the company for the purposes of administration, accounting marketing.
1.5 Unless specifically provided for in these conditions, no third party shall have any rights under or in connection with these conditions.
2.0 Basis of the sale
2.1 The Company shall sell and/or lease and/or hire and the customer shall purchase and/or lease and/or hire the equipment in accordance with any written quotation of the company which is accepted by the customer, or any written order of the customer which is accepted by the company, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the customer.
2.2 The company shall provide the maintenance service and the Telephone call service and supply of The telephone numbers to the customer subject to these conditions, Which shall govern the contract to the exclusion of any other terms and conditions.
2.3 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the customer and the company and unless the variation is written clearly on the order form signed by representatives of both parties.
2.4 In the event that the company’s representative do grant the customer a variation of these conditions that allow the customer a cooling off period in which to cancel the agreement (“The right”) the right shall only be properly exercised if written notice is served on the company in accordance with clause 7.1 hereof.
2.5 The company’s employees or agents are not authorised to make any representations concerning the equipment and or the maintenance service and/or the telephone call service and/or the supply of telephone numbers unless confirmed by the company in writing. In entering into the contract the customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.6 Any advice or recommendation given by the company or its employees or agents to the customer or its employees or agents as to the application or use of the equipment which is not confirmed in writing by the company is followed or acted upon entirely at the customers own risk, and the company shall not be liable for any such advice or recommendation which is not so confirmed.
2.7 Any typographical, clerical or other error or omission in any sales literature quotation, price list, acceptance of offer, invoice or other document or information issued by the company shall be subject to correction without any liability on the part of the company.
3.1 Subject to the conditions set out below and the limitations upon its liability set out in clause 4 the company warrants that the equipment will correspond with its specification at the time of delivery.
3.2 The above warranty is given by the company subject to the following conditions:
3.2.1 The company shall be under no liability in respect of any defect in the equipment arising from any drawing, design or specification supplied by the customer or from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the company’s instructions (Whether oral or in writing) misuse or alteration or repair of the equipment without the company’s approval in writing.
3.2.2 The company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the equipment has not been paid by the due date for payment.
3.2.3 The company does not warrant that the operation of the equipment will be uninterrupted or error free.
3.2.4 The company does not warrant that the equipment will be compatible with any of the customers existing or future acquired telecommunications or computer equipment.
3.3 Unless expressly agreed by the company and without prejudice to any other provisions of these conditions the company does not represent or warrant that the customer’s operation, possession or use of the equipment, whether alone or in association with any other goods supplied by the company or any other person:
3.3.1 Will provide a reasonable or appropriate solution to the customer’s telecommunications requirements.
3.3.2Will provide a basis from which the customer’s telecommunications requirements can be expanded or developed.
3.3.3 Will not result in the infringement of valid patents, copyrights or other intellectual property rights of any third parties.
3.4 Subject as expressly provided in these conditions and expect where the equipment is sold to a person dealing as a consumer (within the meaning of the unfair contract 1977) all warranties conditions or other terms implied by stature or common law are excluded to the fullest extent permitted by law.
3.5 where the equipment is sold under a consumer transaction (as defined by the consumer transactions (restrictions on statements) order 1976) the statutory rights of the customer are not affected by these conditions.
4 LIMITATION OF LIABILITY
4.1 The following provisions set out the company’s entire liability (Including any liability for the acts and omissions of its employees, agents and sub-contractors) to the customer in respect of:
4.1.1 Any breach of its contractual obligations arising under the contract and
4.1.2 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the contract AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISONS OF THE CLAUSE 4.
4.2 Any act or omission on the part of the company or its employees, agents or sub-contractors falling within clause 4.1 above shall for the purpose of this clause 4 be known as an “Event of default”
4.3 The company’s liability to the customer for
4.3.1 Death or injury resulting from its own or that of its employees, Agents or subcontractors negligence, and
4.3.2 All damages suffered by the customer as a result of the implied statutory undertakings as to title quiet possession and freedom from encumbrances, shall not be limited.
4.4 Subject to the limit set out in clause 4.5 below the company shall accept liability to the customer in respect of loss or damage to the tangible property of the customer resulting from negligence of the company or its employee’s agents and sub-contractors.
4.5 subject to the provisions of clause 4.3 above the company’s entire liability in respect of any event of default shall be limited to damages of an amount equal to the sum paid by the customer to the company for the particular goods or service in dispute in the case of any event of default.
4.6 Subject to clauses 4.4 above the company shall not be liable to the customers in respect of any event of default for loss of profits goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the company had been advised of the possibility of the customer incurring the same.
4.7 If a number of events of default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the contract.
4.8 The customer shall afford the company not less than 30 days in which to remedy any event of default.
4.9 Any claim by the customer is based on any defect in the quality or condition of the equipment or its failure to correspond with specification or as a result of damage in transit (Where the equipment was not delivered at the company’s premises) shall (whether or not delivery is refused by the customer) be notified to the company within 7 days from date of delivery or (where the defect damage or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect, damage or failure. If delivery is not refused and the company shall have no liability for such defect damage or failure and the customer shall be bound to pay the price as if the equipment had been delivered in accordance with the contract.
4.10 Where any valid claim in respect of any of the equipment which is based on any defect in the quality or condition of the equipment or its failure to meet specification or as a result of damage in transit is notified to the company in accordance with these conditions the company may replace the equipment (or the part in question) free of charge or at the company’s sole discretion, refund to the customer the price of the equipment (or a proportionate part of the price) but the company shall have no further liability to the customer.
4.11 Except in the case of an event of default arising under clause 4.3 above or 4.9 above the company shall have no liability to the customer in respect of any default unless the customer shall have served notice of the same upon the company within 3 months of the date it became aware of the circumstances giving to the event of default or the date when it ought reasonably to have become so aware.
4.12 Nothing in this clause 4 shall confer any right or remedy upon the customer to which it would not otherwise be legally entitled.
4.13 Subject to the provisions of 4.3 above the company’s entire liability shall by limited to damages of an equal to £1,000
- FORCE MAJEURE
5.1 The company shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of its obligations hereunder if the delay or failure was due to any cause beyond its reasonable control.
6.1 The company may suspend the service or end this contract (Or both) at any time without notice in whole or in relation to part only of the equipment and or the maintenance service and the telephone call service and/or the supply of telephone numbers as the company may in its absolute discretion elect if one of the following applies.
6.1.1 The customer fails to pay a sum due hereunder on the due date or commits any material breach of the contract which (in the case of a breach capable of remedy) shall not have been remedied within 10 days of a request in writing by the company to remedy the same.
6.1.2 The customer makes a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the customer or the customer ceases, or threatens to cease to carry out business or the company reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer.
6.1.3 The company or the customer is sued for or threatened in connection with any infringement of valid patents copyrights or other intellectual property rights of any third parties arising out of the customers actual or proposed operation, possession or use of the equipment.
6.1.4 The company’s licence expires or it is revoked or
6.1.5 a licence under which the customer has the right to run its telecommunications system and connect it to the company system is revoked amended or otherwise ceases to be valid and is not immediately replaced by another valid licence or
6.1.6 The customer breaches this contract or any other agreement the customer has with the company.
6.1.7 The company reasonably believes that the service is being used to make offensive indecent, menacing, nuisance or hoax calls or fraudulently or in connection with a criminal offence. This applies even if the customer does not know that the service is being used in such away.
6.2 Without prejudice to any other right or remedy available to it the company may in any of the circumstances mentioned above cancel the contract in whole or in part or suspend any further deliveries under the contract without any liability to the customer and if the equipment has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
6.3 Any termination of the contract shall be without prejudice to any other rights or remedies of the company.
6.4 In the event of termination by the company under conditions 6.1.1, 6.1.2, 6.1.3 and 6.1.5 the company shall be entitled to recover from the customer all costs, losses and expenses incurred by the company including but not limited to the cost of removing the goods and/or service from the customer’s premises.
6.5 If the service is suspended, the company will tell the customer what needs to be done before it can be re-installed. However the customer must continue to pay all accruing charges whilst this contract continues.
6.6 If the customer leases or hires the equipment via a third party at the end of the term of the lease or hire agreement title to the equipment reverts to the company. The customer may negotiate the purchase or further hire of the equipment from the company.
7.1 Any notice to be given by the company to the customer under these conditions shall be in writing addressed to the customer at its registered office or principle place of business or such other address as may have been notified pursuant to this provision. Any notice to be given by the customer to the company under these conditions shall be sent by registered post in writing addressed to the company at its registered office or principle place of business or such other address as may have been notified pursuant to this provision.
7.2 No wavier by the company of any breach of the contract by the customer shall be considered as a waiver of any subsequently breach of the same or any other provision. If the company delays in acting upon this breach of this contract that delay will not be regarded as a waiver of that breach. If the company delays in acting upon a breach of this contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this contract that waiver is limited to that particular breach.
7.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
7.4 The customer cannot transfer or try to transfer this contract, or any part of it, to anyone else.
The company may freely assign or transfer this contract at its discretion
7.5 The contract shall be governed by the laws of England and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales
7.6 Unless otherwise provided in this agreement no term in this agreement is enforceable pursuant to the contracts (Rights of third parties) Act 1999 by any person who is not party to this agreement.
7.7 Occasionally, for operational reasons, the company may have to change the codes or the numbers given to the customer, or interrupt the service. The company will restore the interrupted service as quickly as possible.
7.8 The company accepts that occasionally the company will provide instructions regarding the service. The customer must follow these instructions.
7.9 The company may take instructions from a person who it thinks, with good reason, is acting with the customers permission
7.10 The customer consents to all calls to the company being recorded and monitored.
- ORDERS AND SPECIFICATIONS
8.1 The customer order shall not be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative. In the event that the customer withdraws the order within the meaning of the clause 10.5 hereof, acceptance shall be deemed to have been given by the Company or the Company’s authorised representative, whether they have provided written acceptance of the order or not.
8.2 The quantity , description of and specification for the Equipment shall be those set out in the Company’s quotation (if accepted by the Customer) If no specification is set out, the Equipment shall be supplied in accordance with the manufacture’s standard specifications as these may be modified from time to time.
8.3 The Company has the right without consulting the Customer to change the equipment after acceptance of the quotation by the Customer if the Equipment is no longer available with a like or improved product.
- PRICE OF THE EQUIPMENT
9.1 The price of the Equipment shall be the Company’s quoted price, which is only valid for 30 days from the date of quotation.
9.2 The price is based upon the Company’s standard scale of prices. The Company may by notice to the Customer increase the price of Equipment by reference to any variation in its standard scale of prices at any time prior to delivery of the Equipment and the price (subject to clause 9.3) shall be deemed to the amended accordingly.
9.3 Upon receipt of a notice pursuant to clause 9.2 above the Customer may on giving at least 10 days notice to the Company terminate the Contract in respect to those of the Equipment to which of the increase relates without incoming any liability to the Company in this respect.
9.4 The Company may also by notice to the Customer at any time before delivery increase the price of the Equipment to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any increase of duties, labour costs, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer to give the Company adequate information or instructions.
9.5 Except as otherwise stated by the Company or otherwise agreed in the writing between the Customer and the Company, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Equipment otherwise than at the Company’s premises, the Customer shall pay the Company’s charges for transport, packaging and insurance.
9.5 The price is exclusive of any applicable value added tax, which the Customer shall additionally pay.
10 TERMS OF PAYMENT
10 The Customer shall pay a deposit on acceptance of the quotation equal to 50.% of the price of the Equipment. The Company may allow the Customer additional time to pay the deposit or may waive the requirement for payment of a deposit at its discretion. The Company may allow the Customer to fund the purchase of the Equipment with a third part finance agreement. The signing of a third party finance agreement in no way releases the Customer from its obligations under the Contract to purchase the Equipment from the Company.
10.1 The Company may invoice the Customer for the price of the Equipment on or any time after delivery, unless the Equipment is to be collected by the Customer or the Customer wrongfully fails to take delivery of the Equipment, in which event the Company may invoice the Customer for the price at any time after the Equipment is ready for collection or (as the case may be) the Company has tendered the delivery of the Equipment.
10.1.2The Customer shall pay the price of the Equipment without any deduction upon delivery of the installation of the Equipment. Time for the payment shall be of essence.
10.1.3If the Customer fails to make any payment under the clause 10 on the date required, the Company may, without prejudice to any order, right or remedy available to it:
10.1.4 Cancel the Contract or suspend any further deliveries:
appropriate any payment made by the Customer for the Equipment (or the goods supplied under any other contract between the Customer and the Company); and charge the Customer interest on a day to day basis (both before and after any judgment) on the amount unpaid, at the rate of 1.5% per month from time to time in force a calendar month or part thereof until payment in full is made.
10.2 Render the goods non-functional until such time as all outstanding invoices are settled in full.
10.3 If the Customer wishes to withdraw an order after it has been accepted by the Company or acts in a manner which indicates a clear wish to withdraw an order the Customer shall forthwith pay to the Company a sum equal to the greater of the actual quantifiable expenses the Company has suffered or 40% of the total value of the Contract to the Company by way of liquidated damages as compensation for the loss of contract and loss of profit.
10.4 If the Customer wishes to withdraw an order after it has been accepted by the Company the Customer is liable to pay the Company’s costs, fees, charges, disbursements and expenses (including without prejudice to the generality of the foregoing those payable to Solicitors, Counsel Experts and Bailiffs) on an indemnity basis of and in relation to or incidental to the recovery or attempted recovery of damages pursuant to clause 10.5 hereof and any steps in contemplation thereof and the Customer hereby indefinites the Company in this respect.
10.5 In the event that the Company pursues the Customer in accordance with clause 10.3 and 10.4 hereof and the Customer is unable to pay then the individual representatives of the Customer who signed the order form shall be liable for the sums due under clauses 10.3 and 10.4 hereof and the individual indefinites the Customers obligations and liabilities there under to the Company.
10.6 The Contract shall be deemed to have been concluded at the Company’s premises in Southampton Hampshire and in the event that the Company pursues the Customer in accordance with clause 10.3 and 10.4 hereof the court with the appropriate jurisdiction to hear the claim shall be the court local Southampton Hampshire.
11 DELIVERY OF EQUIPMENT
11.1 Delivery of the Equipment shall be made by the Customer collecting it all at the Company’s premises at any time after the Company had notified the Customer that the Equipment is ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Equipment to that place. The Company may deliver the Equipment by instalments.
11.2 Any dates quoted for delivery of the Equipment are estimates only and the Company shall not be liable for any delay in delivery of the Equipment however caused. Time for delivery shall not be of the essence. The Equipment may be delivered by the Company in advance of the quoted delivery date upon given reasonable notice to the customer.
11.3 The Company may be giving notice to the Customer at any time before delivery, substitute any part of the Equipment with other goods provided that the other goods are designed to perform materially the same functions and meet a similar specification. The price for the substituted goods and shall be the cost of the substituted goods or the Equipment ordered, whichever is lower.
11.4 If the Equipment is delivered in instalments, each delivery shall constitute a separate contract which may be invoiced separately and failure by the Company to deliver anyone or more instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
11.5 If the Customer fails to take delivery of the Equipment for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and if the Company is accordingly liable to the Customer, it’s liability shall be limited to the excess (if any) of the cost to the customer (in the cheapest available market) of similar replacement goods over the price of the Equipment.
11.6 If the Company fails to deliver the Equipment or fails to give the Company adequate instructions at the time stated for delivery and / or fails to allow installation the Company may without prejudice to any other right or remedy available to it:
11.6.1 Store the Equipment until actual delivery and charge the Customer for storage and insurance costs;
11.6.2 The Company may at its discretion deem that the Customer has withdrawn the order such that clause 10.5 shall apply.
12 INSTALLATION, ACCEPTANCE AND TRAINING
12.1 If the Contract includes installation of the Equipment, or the Company otherwise agrees in writing to install it, the following provisions apply.
12.2 At delivery the Customer shall make available to the Company free of charge such labour and equipment shall be necessary for the purpose of installation.
12.3 The Customer shall before delivery complete the preparation of the premises specified in the Contract for the installation of the Equipment (“Place of Use”) in the mirror specified by the Company or, in the absence of such specification in the relevant manufacture’s manuals.
12.4 If the Customer fails to comply with the provisions of clauses 12.2 or 12.3 in timely fashion the Customer shall be deemed to have failed to take delivery of the Equipment for the purposes of clause 11.6 and in addition to the remedies set out in that clause and all other remedies available to it, the Company may change for each subsequent delivery or attempted delivery of the Equipment to the place of use at the Company’s prevailing rates. The Company shall have no liability to the Customer in respect of late or partial delivery, which results from such failure by the Company.
12.5 The Company shall start installation of the Equipment at the Place of Use on the actual delivery date and continue installation during the Company’s normal working hours and shall inform the Customer when installation is completed, installation shall be deemed to have been completed when the Company has submitted the Equipment to its standard tests and these have been successfully completed. The Customer shall accept (and in default be deemed to accept) the Equipment upon the date that the Company informs it that the Equipment has been installed.
12.6 Unless sat out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company) the Customer shall not be obliged to train or instruct the Customer or any of its employees in the operation or use of the Equipment.
- RISK AND PROPERTY
13.1 Risk of change to or loss of the Equipment shall pass to the Customer:
13.1.1 In the case of Equipment to be delivered at the Company’s premises, at the time the Company notifies the Customer that the Equipment is available for collection; or
13.1.2 In the case of Equipment to be delivered otherwise then at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Equipment, at the time when the Company has arranged delivery of the Equipment.
13.2 Notwithstanding delivery and the passing of risk, in the Equipment, or any other provision of these Conditions, the property of the Equipment shall not pass to the Customer until the Company has received in cash, or cleared funds payment in full of the price of the Equipment and all other goods and services for which payment is due to the Company from the Customer.
13.2.2until the property of the Equipment passes to the Customer:
13.31 Its shall hold the Equipment as the Company’s fiduciary agent and Bailee, and keep the Equipment separate from that of the Customer and third parties and property stored, protected and insured and identified as the Company’s property:
13.3.2 It shall not be entitled to sell, transfer, lease, change, or otherwise deal with or encounter the Equipment,
13.3.3 It shall, without prejudice to the foregoing, account to the Company for the proceeds of sale or otherwise of the Equipment, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, property stored, protected and insured and;
13.3.4 The Company may at any time require the Customer to deliver up the Equipment to the Company and, if the Customer fails to do so forthwith, enter upon any premises of the Customer or any third party where the Equipment is stored and repossess it.
13.3.5 Property of any software supplied (including, without limitation copyright and all other intellectual property rights therein) shall not pass to the Customer under the Contract under any circumstances what so ever and the Customer shall:
13.4.1 If required by the Company or the person authorised to do so, enter into a licence to use any software;
13.2.2 Comply fully and punctually with all provisions of such licence, and
13.2.3 Indemnify the Company and hold it harmless against any and all loss, damages, costs and expenses awarded against or incurred or agreed to be paid by the Company to any third party in respect of any action or claim arising out of any failure or delay by the Customer to comply full and punctually with all the provisions of such a licence or out of any infringement of such third party’s property or rights in any software.
14.1 If the Customer intends to attach the Equipment to any existing or future telecommunications network (” The Network”) the Customer shall be responsible for:
14.1.1 Obtaining all necessary consents for connecting the Equipment to the Network;
14.1.2 Paying all charges from time to time levied for connection to the Network;
14.1.3 At all time complying with all conditions and regulations that shall be imposed as a connection of connection to the Network.
14.1.4Any data transaction speeds given by the Company in relation to the Equipment are estimates only and are in any event subject always to the capabilities of the Network and all conditions and regulations imposed in relation to it.
15 CUSTOMER OBLIGATIONS
15.1 The Customer shall be responsible to the Company for ensuring the accuracy of the detail in the Specification and for giving the Company any necessary information within a sufficient time to enable the Company to provide the Equipment (if any) in accordance with this Agreement, if the Customer has requested an additional service which require customer information the Customer agrees to supply all such information, in a true and accurate and complete form to the Company and if the Customer fails to do so, the Company shall have no liability what so ever to the Customer for any failure or delay in delivering such additional services.
15.2 The Customer will allow the Company’s servants, agents and sub-contractions, full, free and safe access to the Equipment during Business Hours and outside Business Hours (if the Company require such continued access) to complete any repair to enable maintenance of the Equipment to be carried out.
15.3 The Customer shall be liable for any and all damages to Equipment, which is caused by (i) the act or omission of the Customer of the Customer’s breach of the terms of this Agreement; or (ii) multifunction or failure of any equipment of facility provided by the Customer or its agents, employees or suppliers.
15.4The Customer shall identify, monitor, remove and dispose of any hazardous materials prior to any work being performed by the Company at the Installation Address and the Customer shall identify, defend and hold the Company harmless from any liability incurred in the use of or in connection with hazardous materials at the Instillation Address.
15.5 The Customer warrants and undertakes that it shall;
(a) House the Equipment required to be housed at the Installation Address in accordance with the Company’s reasonable instructions as may be given from time to time;
(b) Not move, modify, relocate or in any way interfere with the Equipment:
(c) Not cause the Equipment to be repaired, serviced or otherwise attended to except by an authorised representative of the Company;
(d) Not remove, tamper with, obliterate any words or labels on the Equipment; and
(e) Permit the Company or test the Equipment at all reasonable times.
15.6The Customer warrants that if the telephone system is to be connected to the data network, software, server and desk top computers are compatible. In the event of there is incompatibility of any kind or any software functioning problem the Company accepts no responsibility for the consequences thereof (inclusive of any upgrading of the customer’s network and or it’s personal computers to enable the equipment to function properly)
THE ON SITE MAINTENANCE AGREEMENT (SECTION B OF THIS AGREEMENT)
The terms in this section only apply in respect of the maintenance service.
16 THE MAINTENANCE SERVICE
16.1.1 Subject to receipt of the Maintenance Charge payable for the applicable period, the Company will provide and the Customer will accept the Maintenance Service for the Equipment during the Term but subject to earlier termination as provided by this Agreement. The maintenance Service will be provided during the Business Hours. The Company reserves the right to change at its relevant overtime rates (current from time to time) in relation to Maintenance Service to be provided outside these hours.
16.1.2 In providing the Maintenance Service, the Company will rectify any faults in the Equipment, which have been notified to the Company. On any items of Equipment which are other than the main control unit the Company may choose to have a return to base and repair facility or it may choose to have repairs carried out under the manufacturer’s warranty, to be at the Company’s discretion. Once received by the Company the item will be the Company’s supplier for repair or replacement without undue delay. All items of Equipment not specifically manufactured for the Samsung product range are not covered by the Maintenance Service, and the Customer shall be wholly responsible for the maintenance of such time. Unless prevented by circumstances beyond the Company’s control, response items will not be more then:
(i) In the event of total failure of the Equipment – 8 working hours; or
(ii) In the event of partial failure of the Equipment – 8 working hours.
16.1.3 The Company reserves the right to make a change in accordance with its rates from time to time if it is requested to respond in circumstances where there is no fault with the Equipment or where the fault is directly due to the negligence of the Customer or it’s servants, agents or sub-contractors.
16.1.4 Cabling is not included in the Maintenance Service unless the Company at its own discretion agrees to replace cabling.
16.1.5 The Customer must not alter the system to which the Equipment is linked without prior written approval from the Company. If the Customer does alter or extend the system the Company has the right to charge the Customer for the verification of the altered or extended system (including ADSL routers) and to make an additional charge for the maintenance of the same.
16.1.6 The Customer must provide the Company with details of the installer of the Equipment and, if demanded by the Company, a copy of its relevant Pre-Connection Inspection Certificate and access to all relevant records at the Installation Address.
16.1.7 The annual charge payable for the Maintenance Service shall be reviewed each year and may be increased on an anniversary of the Commencement Date. If the Customer shall during the Term, order equipment in addition to the Equipment, the Company shall have a right to increase its charges accordingly for the maintenance of such additional equipment. The charge may also be altered in accordance with any alteration in the manufactures RRP for the cost of replacement units, or in accordance with the RPI.
16.8 The Maintenance Service will comprise the Company’s reasonable efforts to correct any errors in the Equipment notified to it by the Customer which prevent the Equipment functioning in accordance with the specification. The Company cannot guarantee that corrections will be provided within any specific timescale.
16.8.1 Notification of errors will be made by the Customer by:
16.8.3 Facsimile confirmed by post, or
16.8.4 Telephone confirmed by post.
16.9 The Customer will promptly provide the Company with all information and materials required by it for the purpose of investigation, diagnoses and correction of any reported error. The Company will not be liable for failure to provide, or any delay or error in providing, the Maintenance Service resulting from the Customer’s failure or delay in complying with the provision.
16.9.1 The Customer must insure the Equipment for all usual commercial risks and maintain such insurance during the term of this agreement this will need to presented to the company every January or the 3rd party lease company will apply their own cover.
16.9.2 The Company shall not be liable to maintain any Equipment which the Customer has damaged through negligence or reckless of their staff or agents or subcontractors or associates.
16.9.3 Equipment will be returned after maintenance to its original installation settings.
16.9.4 All non-Samsung or cordless equipment including headsetsis excluded from this maintenance agreement.
17 TERMS OF PAYMENT
17.1 If the Customer fails to make any payment on the date the Company may, without prejudice to any other right or remedy available to it:
17.2 cancel the Contract or suspend any further service and
17.4 charge the Customer interest on a day to day basis (both before and after any judgement) on the amount unpaid, at the rate of 1.5% per month and from time to time in force a calendar month or part thereof until payment in full is made.
18 CONTRACT FOR NETWORK, LINES AND CALLS
18.1 Contracts for network, lines and/or calls will be subject to a separate agreement, the terms and conditions as per the network supplier recommended and provided by the company.
THE NETWORK AGREEMENT (SECTION C OF THIS AGREEMENT)
The terms in this section only apply in respect of the provision and charging of telecommunication lines and calls
18.1 This Agreement shall come into full force and effect from the date of acceptance by the Company and shall continue unless terminated by either party giving to the other not less than one months prior written notice. In the event that the Customer withdraws the order within the meaning of clause 10.5 hereof acceptance shall be deemed to have been given by the Company whether the Company has provided written acceptance of the order or not.
18.2 In the event that the Customer terminates within the Term, then the Customer shall pay a sum equal to 40% of the total value of the telephone calls contract to the Company for the entire Term by way of liquidated damages as compensation for the loss of the contact and loss of profit. The total value of the telephone calls contract shall be calculated by multiplying the previous 12 months calls by the full time.
- Pricing the Service shall be stated in the Company’s tariff as current from time to time. All prices are exclusive of Value Added Tax and all prices are subject to change upon the Company giving not less then thirty days written notice to the Customer.
- The Customer shall pay all sums due to the Company under the Agreement in full without any offset what so ever.
- The Customer shall be invoiced monthly by the Company for all charges under this Agreement plus Value Added Tax. Payment is due within fourteen days of the invoice date. The time of payment of all sums due to the Company under this Agreement shall be of the essence of this Agreement. If payment in full is not received by the Company upon the due date the Company shall be entitled to levy a late payment charge of a rate of 1.5% per month in any unpaid overdue balance.
- All charges payable under this Agreement shall be calculated by reference to data recorded or logged by the Company and not by reference to data recorded or logged by the Customer.
- The Customer undertakes to use the Service in accordance with such conditions as may be notified in writing to the Customer by the Company from time to time.
- The Customer undertakes to promptly provide the Company, free of charge, with all information and co-operation that the Company may reasonably require to enable it to precede without interruption with the performance of its obligations under the Agreement.
- The Company will use reasonable endeavors to ensure that the Services are available for the use by the Customer. In the event that the services are disrupted or delayed no compensation is payable to the Customer.
21 SUSPENSION OF SERVICE
- The Company may at its sole discretion elect to suspend forthwith the provision of the Service until further notice without liability to the Customer on notifying either orally, (confirming the same in writing) or in writing, in the even that;
- The Customer is in breach of any term of this agreement or
- The Customer prevents or delays prearranged maintenance from being carried out; or
iii. The Customer is suspected in the Company’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service; or
- The Customers Insolvency.
- Immediately upon suspension the Company may reallocate the Customers telephone number at its discretion.
THE SUPPLY OF TELEPHONE NUMBERS AND LINE (SECTION D OF THIS AGREEMENT)
The same in this section only apply in respect of the supply of Telephone numbers.
22 PHONE BOOK AND DIRECTORY ENTRIES
22.1 The Service includes a telephone number. This number will be put in the appropriate BT Phone Book, together with the Customer’s details, and made available from Directory Enquires Services unless the Customer requests otherwise. The Service shall be provided for the Term.
22.2 The Company may agree to a special entry in the BT Phone Books at additional charge.
22.3 The Customer does not own any number not has any right to sell or to agree to transfer any number provided to it by the Company.
23 MANAGING THE SERVICE
23.1 If the Customer reports a fault in the Service, the Company will respond in line with the level of repair service the Customer has chosen.
23.2 If BT and/ or the Company agree to work outside the hours covered by the repair service the Customer has chosen, the Customer must pay the Company additional charges for doing so.
23.3 If the Customer reports a fault and The Company and/or BT finds that there is none, or that the Customer has caused the fault, the Company may charge the Customer for any work at the Company’s standard hourly rate.
24 ACCESS TO AND PREPARING THE PREMISES
24.1 The Customer agrees to prepare the Premises according to any instructions the Company and/or BT may give, and provide the Company and/or BT with reasonable access to the Premises.
24.2 When the Company and/or BT’s work is completed, the Customer will also be responsible for putting items back and for any re-decorating which may be needed.
24.3 If BT needs to cross other peoples land, or put BT Equipment on their property (for example neighbour or landlord) , the Customer agrees to obtain their permission.
24.4 BT will meet the Customer’s reasonable safety and security requirements when on the Premises and the Customer agrees to do the same for BT.
24.5 The Customer agrees to provide, at the expense, a suitable place and conditions for BT Equipment and where required a continuous mains electricity supply and connection points.
24.6 The Customer agrees to look after nay BT Equipment and to pay for any repair or replacement needed if damaged, unless must get the Company’s permission.
25 CUSTOMER EQUIPMENT
25.1 If the Customer wishes to connect Customer Equipment to BT’s network other than by using a BT main telephone socket, the Customer must get the Company’s permission.
25.2 Any Customer Equipment must be:
(a) Technically compatible with the Service and not harm BT’s network or another customer’s equipment; and
(b) Connected and used in line with any relevant instructions, standards or laws.
26 MISUSING THE SERVICE
26.1 Nobody must use the Service:
(a) To make offensive, indecent, menacing, nuisance or hoax calls; or
(b) Fraudulently or in connection with a criminal offence.
The Customer agrees to take all reasonable steps to make sure that this does not happen. The action the Company can take if this happens is explained in paragraph 11. If a claim is made against BT and/or the Company because the Service is misused in this way, the Customer must reimburse the Company in respect of any sums the Company is obliged to pay.
26.2 The Customer accepts that nobody must advertise the phone number for the Service in or on a BT phone box without BT’s consent. If this happened, the Company may suspend the Service or end it’s Contract, but the Company and/or BT will write to the Customer before taking the action.
27CHARGES AND DEPOSITS
27.1 The Company agrees to pay all charges for the Service as shown as agreed calculated using the details recorded by the Company.
27.2 Unless paragraph 9.4 applies, rental charges will normally be involved quarterly in advance and call charges will normally be invoiced monthly in arrears. Where possible the changes will appear on the Customer’s next invoice but sometimes there may be a delay.
27.3 The Company will send it’s first invoice shortly after providing the Service, and then at regular intervals, usually every three months. Sometimes the Company may send the Customer an invoice at a different time.
27.4 If the Customer orders a temporary Service, the Company may invoice the Customer for the rental charge in advance for the whole period of the Temporary Service.
27.5 The Company will send invoices for the Service to the address requested by the Customer.
27.6 The Customer agrees to pay all the charges for the Service whether the Service is used by the Customer or someone else and upon receipt of the Company’s invoice.
27.7 In some cases the Customer may need to pay a deposit or provide a guarantee as security for paying future charges.
27.8 If the Customer orders a service which provides for the line rental, should the Customers call spend reduce over 3 month period by more than 10% then the Customer shall become liable for line rental and the Company may invoice the Customer for line rental at it’s standard rates in advance for the next three months and continue to invoice every 3 months for the rest of the Term.
28 CANCELLING OR ENDING THIS CONTRACT
28.1 This Contract can be ended by the Company on one month’s written notice to the Customer.
28.2 If this Contract ends during the Term the Customer must pay the Company the early termination change calculated as the greater of the quantifiable expenses the Company has suffered or 40% of the total value of the Contract for the Term by way of liquidated damages as compensation for the loss of the contract and loss of profit.
28.3 If this Contract ends, the Company will refund any money owed to the Customer, after first deducting any money the Customer owes to the Company under this Contract or any other agreement the Company had with the Customer.
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