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1. DEFINITIONS
‘We’, ‘Us’,
or ‘Our’, ‘Ours’,
or the word “CONNET” shall mean Consulting
Networks Ltd. A company registered in the United Kingdom
under the Companies House Registry Number 4987202, and
whose registered address is at, Unit 01 Blenheim Court,
Bourges Boulevard, Peterborough, PE1 2DU United Kingdom.
b) “You” or “your”
means the company or individual named on the Service Application
Form.
c) “Service” shall means the supply
of ICT’s services as elected by us from time to time
and such other services as may be made available to you
by us from time to time.
d) “Act” means the Telecommunications
Act 1984
e) “Account” shall mean a supply
account for providing services as instructed by the customer
from time to time.
2. DURATION
By signing this agreement You are asking Us to open an
Account for the supply of technology services
to You by Us. The account shall remain open until cancelled
by Us or by You in writing.All services provided to the
customer account are subject to a Rollover Contract. This
contract commences when we start to provide the Service
and continues until terminated by You or by Us as set
Out bellow:
This agreement shall come into full force and effect from
the date of acceptance by us and shall continue for a
minimum period of 36 months, or as otherwise agreed in
writing by “Us”. After the minimal period, this agreement
shall continue thereafter for minimal commitment of 36-months,
unless a written notice is received by “Us” to terminate
those services which are entering the cooling-off period.
The cooling-off period shall begin 36-months from the
date the services were successfully provisioned, and terminates
1-month after. In the event of any variation, such as
an addition or re-activation of the service; or to the
supply of new equipment to you (at our cost); or the provisioning
of the service to your new site, the minimum period shall
be deemed to have recommenced from the date of such event.
We may terminate this agreement at any time by giving
you 30-days notice in writing.
3. PAYMENT
3.1 The prices for Our
Services and any administrative charges shall be stated
in our service literature. The cost of our services is
subject to change. We reserve the right to amend, review
and to alter the price for our products or services upon
giving notice to the customer of no less than 30-days.
We shall notify you with details of any changes, or simply
notify you of these changes on your monthly bill
3.2 All sums due under
this Agreement shall be paid in full by you without any
set-off or withholding whatsoever.
3.3 We will send you
an invoice monthly for all charges incurred, under this
Agreement, for the preceding month. Payment must be made
within 14 days of the invoice issue date. But we shall
have the right to request payment on demand if you fail
to make payment of any previous invoices within 15 days
of the calendar month end. The time of payment of all
sums due to us shall be of the essence of this agreement.
3.4 We reserve the right
to charge a minimum value per invoice of £10.00 excluding
VAT.
3.5 We reserve the right
to charge interest on all outstanding amounts owed to
us and not paid in accordance with this Agreement. Until
we receive payment in full, interest shall be charged
at a rate of 5% above the current Bank of England base
rate. Interest shall accrue notwithstanding termination
of this Agreement for whatever reason. You shall also
pay all legal fees and other costs of collection of overdue
amounts due to Us..
3.6 All charges payable
under this Agreement shall be calculated by reference
to data recorded or logged by us and not by reference
to data recorded or logged by you.
3.7 If the customer
fails to give notice or breeches the minimal service stipulated
in this contract, ‘we’ reserve the right to invoice
the customer for lost of revenue for the short notice
given up to a maximum sum equal to one times the customers
average monthly bill based on any 3-months, selected by
‘us’ of the customers last 6 full calendar month’s
bills, plus the total amount that would have been payable
in respect of line rental or other services for the remaining
period of the minimal period had the supply period had
not been terminated earlier because of the customer’
breach or insolvency. The customer agrees that the termination
fee as calculated herein represents a fair and reasonable
estimate of the losses, costs, and expenses that “we”
would suffer in the event of this agreement being terminated.
3.7.1 On early termination
of the service, we reserve the right to recover any amounts
given to the customer in form of special rates or loyalty
discounts. This shall be calculated on the basis of the
difference between the standard rate and any special rates
enjoyed by the customer as part of this agreement.
3.7.1.1 We shall regard
as an early termination of the service, “any” external
act, excluding condition 12, that has the deliberately
effect of disrupting or reducing the normal supply of
the service, including but not limited to the removal
of access codes and the disconnection of any equipment
supplied by “us” to the customer.
3.7.2 We reserve the
right to charge ‘you’ an administrative fee of £50.00
for each service ‘you’ would like ‘us’ to cancel.
3.8 ‘We’ reserve
the right to charge £25.00 administrative fee each time
you fail to make payment by the invoice due date, or for
each unpaid or returned cheque or for each unpaid direct
debit, and;
3.9 We reserve the right
to charge £5.00 to non-direct debit bill-payers, and
charge £1.25 for issuing paper billing
3.9.1 If you breach Our terms, we may
suspend all Your Special Rates, and replace the same with
our STD tariffs.
3.10 'We' reserve the
right to recover the cost of setting up Direct Debits
this shall equal a fee of £12.50.
3.11 Under this agreement
the customer shall be responsible for organizing the de-programming
of the service in the event of variations to the service.
‘We’ may provide such service on request, and the
customer agrees responsibility for all costs involved.
3.12 'We' reserve the
right to charge a minimal fee for each number registered
on the account of £1.00.
3.13 'We' reserve the
right to charge the customer £4.50 to generate a duplicate
paper bill/invoice.
3.14 You may have an existing contract
with your Old Service provider which has a minimum contract.
You are responsible for checking your obligations with
Your Old Service provider and for paying any outgoing
charges. On termination You may be liable to Pay your
Old Service Provider other fee’s. These are in addition
to our fees.
3.15 We reserve the right to charge a
fee of £5.00 plus VAT for any contract order, which is
subsequently cancelled or unfulfilled by the customer.
The fee shall be enforced by Us until such time the client
fulfils the original order.
3.16 Customers who are moving address
will be exempt from this cancellation charge, provided
that the Service is retained at the customer's new address.
If the service is provided at a new address a new agreement
shall come into full force and effect from the date of
acceptance by us and shall continue for a minimum period.
The minimal period shall consist of the number months
left on the previous agreement, plus a period of 36 months,
unless otherwise agreed in writing by “Us”. After
the minimal period, this agreement shall continue thereafter
for minimal commitment of 36-months, unless a written
notice is received by “Us” to terminate those services
which are entering the cooling-off period. The cooling-off
period shall begin 36-months from the date the services
were successfully provisioned, and terminates 1-month
after
3.17 Subject to Our acceptance and to the
provisions set in Clause 3.17.1, 3.17.2
We may at Our sole discretion agree to reduce
the price of services on your account.
3.17.1 You shall agree to renew the term
of your contract. This agreement shall be deemed to commence
from the date the new prices come into full force and
effect and shall continue for a minimum period consisting
of the number of months left on the original agreement,
plus a period of 36 months, unless otherwise agreed in
writing by us.
3.17.2 A Renewal Fee of 25.00 (excl. VAT) is payable
upon Us agreeing to Renew or Amend the terms of
your contract.
3.18 Subject to our acceptance we may
agree to accept a card payment from you. If you choose
to make a bill payment with a credit or debit card you’ll
be charged a convenience fee of 5% of the bill amount.
You can pay your bill free of charge at any HSBC Bank
counter, by Cheque or Bank Transfer. Alternatively you
can ask us to set a Direct Debit on the account as your
preferred method of payment.
4.1 You undertake to
use the Service in accordance with such conditions as
may be notified in writing by us from time to time and
in accordance with the provisions of the Act.
4.2 In the case of you
operating a resale Service of any kind, we will require
a payment in advance of a sum equivalent to at least one
month's estimated charges.
4.2.1 We reserves the
right to set a credit limit or require you to pay on the
first day of each month, to us, an amount estimated at
our sole discretion as the likely indebtedness of you
to us in relation to the forthcoming month ("the
Estimate'). Where the Estimate exceeds our actual bill
/invoice for the relevant month, the excess may be retained
by us in which case it shall compromise a part payment
of the Estimate for the following month. Furthermore,
we reserve the right to invoice you on a weekly basis.
4.2.2 We reserve
the right to provide the service on any service number
registered on the account, unless we have been notified
otherwise.
4.2.3 Upon serving a 30-day notice to
the customer, we may require the customer to settle future
invoices by direct debit, and the customer agrees and
accepts that the failure to comply with such demand may
result in an immediate suspension of the service supply
4.3 You undertake not
to use the Service as a means of communication for a purpose
other than that for which the Service is provided and
as may be set out, from time to time, in our Service literature
or;
4.3.1 For the transmission
of any material which is or is intended to be a hoax call
to emergency services or is of a defamatory, offensive,
abusive, obscene or menacing character or in pursuance
of any criminal activity; or
4.3.2 In a manner that
constitutes a violation or infringement of the rights
of any other party.
4.4 You shall indemnify
us against all liabilities, claims, damages, losses and
expenses arising from or in any way connected with any
such use as prescribed in this Condition 4.
4.5 You undertakes that
any apparatus used in connection with the Service shall
be in good working order and conform, at all times, to
the relevant standard or approval for the time being designated
under Section 22 of the Act and that you shall at all
times comply with the conditions of such standard or approval.
We shall not be under any obligations to connect or keep
connected any such apparatus not conforming, in our reasonable
opinion, to the provisions of the Act. 11. On requested
by us, you shall provide us with all reasonable information
relating to any such apparatus on your premises.
4.6 You undertake not
to use the Service in contravention of the Act or other
relevant regulations or licenses and to use the Service
solely in accordance with the instructions as may be issued
by “us” from time to time.
4.7 Your
account with Consulting Networks Ltd cannot be closed
until all sums due under this agreement have been paid
in full.
5. ACCESS TO PREMISES
5.1 Where our Agents,
or we install equipment.
5.2 To enable us to
fulfill our obligations under this Agreement you shall
permit or procure permission for authorized representatives
of ours’ to have access to your premises and shall provide
us with such reasonable assistance, as we shall request.
We will normally require access only during your normal
working hours but we may, on reasonable notice require
access at other times in order to ensure provision of
the Service. At your request authorized representatives
of our may agree to work outside your normal working hours
provided that you reimburses us its reasonable charges
for so doing.
5.3 We reserve the right
to invoice you for all costs incurred by us as a result
of cancelled engineering visits, carrying out maintenance
or repair work on your instructions, which in our reasonable
opinion is held as unnecessary.
5.4 You shall take reasonable
care of any equipment supplied by us, and indemnify us
for any physical damage to, loss, theft or sale of the
equipment arising other than by normal wear and tear in
the course of the correct utilization of the equipment.
6. PROVISION OF INFORMATION
You undertake promptly to provide us, free of charge,
with all information and co-operation that we may reasonably
require to enable us to precede, without interruption
and delay, with the performance of our obligations under
this Agreement.
7. INDEMNITY
7.1 Nothing in this
Agreement shall exclude or restrict our liability for
death or personal injury resulting from our negligence
or our employees while acting in the course of their employment.
7.2 Subject to clause
7.3 we shall be liable for damage to your property caused
by any negligent act or omission by us or our employees
provided that such liability are in contract, tort or
otherwise, including negligence, arising out of or in
connection with the performance of our obligations under
this Agreement. Our liability shall be limited to £100.00
for any one incident or £500.00 for any series of incidents
arising from a common cause in any twelve month period.
7.3 We shall not be
liable to you in contract, negligence, tort or otherwise,
for any indirect or consequential for any loss whatsoever
or howsoever arising including loss of goodwill, loss
of revenue, loss of business, loss of anticipated savings,
loss of profit, loss or corruption of data or for any
financial loss whatsoever.
7.4 In the event that
we fail to provide the service, we shall not be liable
to you for any charges or call slippage incurred by you,
as the result of your calls charges being diverted to
another carrier or a third party's network.
7.5 The provisions of
clause 7 shall continue to apply notwithstanding termination
of this Agreement.
7.6 You agree to indemnify and keep indemnified
us from and against any and all loss damage or liability
(whether criminal or civil) suffered and legal fees and
costs incurred by us resulting from a breach of this agreement
by you.
8. AVAILABILITY
We will use all reasonable endeavours to ensure that the
Service is available for use by you in accordance with
the standards for the time being relating to the Service
set out in our Service literature. The service is dependent
on BT and other Network Operators and can be affected
beyond our reasonable control. Therefore we cannot always
guarantee when the service will commence and that the
service will always be fault-free.
9. TERMINATION
9.1 Without prejudice
to their rights under this Agreement You and We shall
have the right to terminate this agreement forthwith in
the event that:
9.1.1 The other party
is in default in its performance or observance of any
of its obligations under this Agreement, and in the case
of a remediable breach, fails to remedy the breach within
a reasonable time specified by the non-defaulting party
in its written notice to do so.
9.1.2 An interim order
is applied for or made or a voluntary arrangement approved,
or if a petition for a bankruptcy order is presented or
a bankruptcy order is made against the other party, or
if a receiver or trustee in bankruptcy is appointed of
the other party's estate or a voluntary arrangement is
proposed or approved or an administration order is made,
or a receiver or administrative receiver is appointed
of any of the party's assets or undertaking or a winding-up
resolution or petition is passed or presented or if any
circumstances arise which entitle the court or creditor
to appoint a receiver, administrative receiver or administrator
or to present a winding-up petition or make up a winding-up
order: or
9.1.3 Subject to clause
3.7, 3.7.1, 3.7.3, 9.1.2 we shall not accept written notice
of termination from You unless the service has entered
the cooling-off period. We may accept to terminate the
service early provided that You indemnifies Us up-front
for all Our Losses under this agreement, or provide us
with written evidence of winding-up from an official
or professional body.
9.1.4 We shall not accept
or acknowledge any verbal or e-mail communications giving
notice of intent to terminate a service or to close an
account. Your notice of intent must be given in writing
and by recorded post to our registered address. Your notice
must specify the service or services you intent to terminate.
If you are closing the account then your must specify
that You are closing the account.
9.2 Without prejudice
to its other rights, we shall have the right forthwith
to terminate this Agreement by notice in writing to you
in the event that:
9.2.1 You fail to make
any payment when it becomes due to us; or our license
expires or is revoked; or
9.2.2 A license, under
which you have the right to run your telecommunications
system and connect it to our
preferred carrier’s system is revoked, amended or otherwise
ceases to be valid and is not immediately replaced by
another valid license.
9.3 In the event of termination by us
under conditions 9.1.1, 9.1.2, 9.1.3, 9.2.1 or 9.2.3,
we shall be entitled to recover from you all costs, losses
and expenses incurred by us, including but not limited
to the cost of removing equipment from your premises.
You must co-operate with us, and at Our request you shall
return any equipment that was provided in relation to
the service, and remains the property of Consulting Networks.
If you fail to return, or return damaged, unpacked or
incomplete equipment within 7-days of being asked to do
so, we reserve the right to invoice You for any un-returned
equipment.
9.4 On termination of
this Agreement You will be responsible to carry-out the
removal of any equipment and the re-programming of your
telephone system(s). We may offer such service for an
agreed fee.
9.5 Notwithstanding
termination of this Agreement you shall remain liable
for all charges in respect of the Service whether incurred
before or after termination.
10. SUSPENSION OF SERVICE
10.1 We may at our sole
discretion elect to suspend forthwith the provision of
services until further notice without liability to you
on notifying you orally or in writing in the event that;
10.1.1 You are in breach
of any term of this Agreement, if:
10.1.2 You prevent or
delay prearranged maintenance from being carried out;
10.1.3 We are obliged
to comply with an order instruction or request of government,
an emergency Service organization or other competent authority;
or
10.1.4 You are suspected,
in our reasonable opinion, of fraudulent involvement or
attempted fraud or acts which are of a defamatory, offensive,
abusive, or menacing character in connection with use
of the Service.
10.2 Notwithstanding
the right of suspension under this Condition 10, we shall
have the right, under the terms herein to terminate this
Agreement.
10.3 You shall pay us
all reasonable costs and expenses incurred by us as a
result of suspension of the Service that is consequence
of any breach, fault or omission by you hereunder and
any costs and expenses incurred in connection with reconnection
of provision of the Service as may be applicable.
10.4 If ‘We’ elect
to suspend, restrict or bar calls your calls, because
‘You’ are in breach of this contract, but “We”
at a later date agree to resume the service. ‘You’
may have to pay a reconnection fee and any other reasonable
fee “We” may have incurred in connection to the service.
11. ASSIGNMENT
This Agreement may not be assigned in whole, or in part,
by you without the prior written consent from us.
12. FORCE MAJEURE
Neither party shall be liable to the other for any loss
or damage suffered by the other party due to any cause
beyond the first party's reasonable control including
but not limited to any act of God, inclement weather failure
or shortage of power supplies, flood, drought, lightning,
or fire, strike, lock-out trade dispute or labour disturbance,
the act or omission of government, highway authorities,
other telecommunications operators or administrators or
other competent authorities.
13. ENTIRE AGREEMENT
This Agreement represents the entire Agreement and understanding
of the parties with respect to the subject matter hereof
and supersedes all prior understandings and representations
whether written or oral except for any fraudulent misrepresentations.
This agreement may only be modified if modifications are
in writing and signed by you and us.
14. NO WAIVER
Failure by either part to exercise or enforce any right
conferred by this Agreement shall not be deemed to be
a waiver of any such right nor operate so as to bar the
exercise or enforcement thereof, or of any other right
on any later occasion.
15. NOTICES
15.1 Any notice, invoice
or other document which may be given by us under this
Agreement shall be deemed to have been given if left at
or sent by post or facsimile transmission to the last
customer known address, or to any other address as notified
by the client in writing as an address to which notices,
invoices or other documents may be sent to.
15.2 Our address for
purpose of any notice hereunder shall be such address
that appeared on the last invoice rendered to you or any
other address as may be prescribed by us for that purpose.
16. THIRD PARTIES
16.1 The rights and obligations as set
out in this agreement shall be solely for benefit of,
and shall be enforceable only, by the parties hereto and
their respective successors and permitted assigns. A person
who is not a party to this Agreement has no right under
the Contract (Rights of Third Parties) Act 1999 to enforce
any terms or conditions of this agreement, but does not
affect any right of a third party which exists or is available
apart from that Act.
16.1 Whilst We provide the service to
You. You authorize Us to act on Your Behalf in all dealings
with BT and other Network Operators or Service Providers
in connection with the Service and in particular consent
BT and other Network Operators providing access to, and
transferring to Us, any personal data of Yours, and any
other relevant information to allow Us to connect to You
to , and for Us to provide You with CONNET’s Services.
17. OWNERSHIP RIGHTS
The ownership rights relating to our services including
the patents, trademarks, copyright and rights of like
nature in any material supplied under this Agreement or
relating to the Service shall remain the sole
property of ours, and without limitation to the foregoing,
you shall not be entitled to use the name, trademarks,
trade names or other proprietary identifying mark or symbols
of ours and/or any of our affiliate without our prior
written notice.
18. GOVERNING LAW
The Agreement is governed in accordance with English law
and the parties hereby submit to the jurisdiction of the
English Courts.
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