Terms and Conditions

This document is NOT the full set of terms and conditions, and does not contain all of the terms that will govern ‘Our’ relationship with ‘You’, but is only an indication of the full set of terms and conditions.

1. DEFINITIONS
‘We’, ‘Us’, or ‘Our’, ‘Ours’ or ‘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, Cambridgeshire, PE1 2DU United Kingdom.
b) ‘‘You’ or ‘Your’ shall mean the company or individual named on Service documents.
c) ‘Service’ shall means the supply of 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.

2. DURATION
‘You’ are entering into 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 60 months, unless otherwise agreed in writing by ‘Us’. After the minimal period, this agreement shall continue thereafter for minimal commitment of 60-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 60-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. ‘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 body.

3. PAYMENT
3.1 The prices for the Service and any administrative charges shall be stated in our service literature. This may change from time to time and ‘We’ shall write to ‘You’with details of any changes, or 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 account 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 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 c customer 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.
3.8 ‘We’ reserve the right to charge a £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’ have the right to recover the cost of setting up Direct Debits this shall equal a fee of £12.50 for each direct debit instruction cancelled.
3.13 ‘We’ reserve the right to charge £4.50 for each duplicate paper bill/invoice issued.
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 fees. These are in addition to our fees.
3.15 The rental charges and other fee’s shall be listed in our service literature, and are subject to change without advance notification.

USE OF SERVICE
4.1 ‘You’ undertake to use Service in accordance with such conditions as may be notified in writing by ‘Us’ from time to time.
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 ‘We’ weekly basis.
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 issued by ‘‘Us’’ from time to time.

5. ACCESS TO PREMISES
5.1 Where our Agents, or ‘We’ install equipment.
5.2 To enable ‘Us’ to fulfil 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’ it’s reasonable charges for so doing.
5.3 ‘We’ reserve the right to invoice ‘You’ for 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.

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.

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 ‘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.
7.3 The provisions of clause 7 shall continue to apply notwithstanding termination of this Agreement.
7.4 ‘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’.

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.

TERMINATION
9.1 Without prejudice to the rights under this Agreement ‘You’ and ‘We’ shall have the right to end 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   from an official body.
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
9.3 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 ‘You’r 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 Notwithstanding termination of this Agreement ‘You’ shall remain liable for all charges in respect of the Service whether incurred before or after termination.

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’ either 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 If ‘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 ‘Us’ of the Service.
10.2 Notwithstanding the right of suspension under clause 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 ‘Your’ service, 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’ incurred in connection to the service.

ASSIGNMENT
This Agreement may not be assigned in whole, or in part, by ‘You’ without the prior written consent from ‘Us’.

FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage suffered by the other party due to any event 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 operators or administrators or other competent authorities.

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.

NO WAIVER
Failure by either part to exercise or enforce any right conferred by this Agreement is 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.

NOTICES
15.1 Any notice, invoice or documents which may be given by either party under this Agreement are deemed to have been given if left at or sent by recorded post or facsimile transmission (confirming the same by post) to an address notified by the other party 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.

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.

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 written notice.

ACCEPTANCE PROCEDURE
The customer shall evaluate each Deliverable and shall submit a written acceptance or rejection to ‘Us’ within 2 (two) business days after the customers receipt of each Deliverable. Any deliverable that is not signed off within two business days is deemed accepted. All pending issues on requirements are expected to be resolved within one business day depending on criticality. The customer will complete final acceptance of the application within a period of 7 (seven) business days after final delivery by Consulting Networks Limited.

WARRANTIES

Consulting Networks shall warrants that the technical quality and performance of the services provided will be consistent with the applicable professional and industry standards currently recognized and in accordance with the specifications in the particular project and of which its personnel have been apprised in writing. No other warranties are provided hereunder. During the Acceptance period, in the event any changes, additions, alterations are made to the deliverables by the customer without ‘Our’ then notwithstanding anything contained herein, Consulting Networks will be absolved of all obligations towards the customer and the deliverables shall be deemed to have been accepted and the warranty period shall be deemed to have elapsed. The obligations of the customer to pay any outstanding invoices and /or any amounts to be paid shall nevertheless be due and payable immediately. Consulting Networks Ltd will not warrant any third party intellectual property/ equipment utilized within the project. ‘We’ will merely pass on to the customer he same rights/ obligations provided by such third party on an “as is “basis.

COPYRIGHT/OWNERSHIP OF PROGRAM
All applications; product of Developer and its licensors and it is protected by copyright, trade secret and other intellectual property laws.
Customer acquires only the right to use the software and does not acquire any rights, express or implied, in our literature other than those specified in this License. Developer, or its licensor, shall at all times retain all rights, title, interest, including intellectual property rights.

COPYRIGHT LICENSE
Definitions:

• "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.
•  "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.
• "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition.
• "Control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
• "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.
• "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
• "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
• "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).
• "Derivative Works" shall mean any work, whether in Source or Object  form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications  represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
• "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions  to that Work or Derivative Works thereof, that is  intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted"  means any form of electronic, verbal, or written communication sent  to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems,  and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise  designated in writing by the copyright owner as "Not a Contribution."
• "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated in the Work.

GRAND OF COPYRIGH LICENSE
Subject to the terms and conditions of this License, each Contributor hereby grants to you a perpetual, worldwide, non-exclusive, copyright license to publicly display, and host our deliverables subject to a month rental of the software or work and such Derivative Works in Source or Object form.
3. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions.  Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

TRADEMARKS
This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

DISCLAIMER OF WARRANTY
Unless required by applicable law or  agreed to in writing, Licensor provides the Work (and each  Contributor provides its Contributions) on an "AS IS" BASIS,    WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or  implied, including, without limitation, any warranties or conditions of title, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with your exercise of permissions under this License.

GOVERNING LAW
The Agreement is governed in accordance with English law and the parties hereby submit to the jurisdiction of the English Courts.