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Terms and conditions of Telephone Service.
1. Definitions
1.1. In this agreement the following terms shall have the following meanings:
"Agreement" means the Order Form and these terms and conditions;
"Customer" means the person or entity whose details are set out on the Order Form;
"Customer Equipment" means any telecommunications apparatus or system owned or controlled
by the customer;
"Order Form" means the request for services attached;
"Minimum Term" unless otherwise set out on the Order Form means a period of 60 months;
"Service" means the telephony service the Customer has requested from SynergyOne
on the Order Form;
"Service Equipment" means the electric communications equipment SynergyOne may from
time to time install at the Customer's premises for the purposes of providing the
Service; and "SynergyOne" means Synergy One Limited.
2. Acceptance
2.1. This Order Form shall be binding on SynergyOne only after it indicates its
acceptance by commencing provision of the Service. Prior to acceptance the Customer
agrees that SynergyOne may carry out such credit checks as it deems necessary pursuant
to paragraph 7.3.
3. Service Levels
3.1. SynergyOne agrees to provide the Service to the Customer and the Customer agrees
to use the Service on the terms set out in this Agreement.
3.2. SynergyOne shall provide the Service with the reasonable skill and care of
a competent telecommunications service provider.
3.3. SynergyOne shall use reasonable endeavours to ensure that the Service is available
for use by the Customer but owing to the nature of telecommunications networks it
is impossible to guarantee a fault free service and the quality of the Service depends
on both the quality and availability of other telecommunications networks across
which calls or data are transmitted.
3.4. Any faults in the Service must be reported to SynergyOne on the telephone number
shown on the Order Form. SynergyOne shall aim to comply with the quality of service
levels set out in paragraph 3.5 below.
3.5. Standard Care will provide cover between 08.00 - 17.00 Monday to Friday (excluding
public and bank holidays) SynergyOne aims to respond to a fault report received
before 17.00 hours on one working day by the end of the next working day. Where
a fault is reported outside of the above hours or after 17.00 hours, the fault will
be treated as if it has been reported at the beginning of the next working day.
Work on fault repair will only be carried out during the above hours.
3.6. SynergyOne may change the Service for operational reasons including a change
to the code or telephone number used by the Customer or to change any technical
specification of the Service provided any change to the technical specification
does not materially affect the performance of the Service.
4. Access and Installation
4.1. The Customer shall at its own expense in advance of any installation work:
4.1.1. Obtain all necessary licenses or consents, including consents for any alterations
to buildings to allow the installation of the Service Equipment;
4.1.2 Provide sufficient approved electricity connection points for the Service
Equipment in close proximity to the Service Equipment;
4.1.3 Provide an appropriate environment for installation of the Service Equipment
in accordance with the requirements notified to it by SynergyOne and carry out any
making good or decorator's work required.
4.2 SynergyOne or its appointed sub-contractors shall deliver and install any Service
Equipment required for provision of the Service at the Customer's premises. SynergyOne
shall use its reasonable endeavours to deliver and install the Service Equipment
by such date as is advised, however any delivery date specified shall be an estimate
only. SynergyOne accepts no liability for failure to meet the delivery date.
4.3. The Service Equipment shall at all times remain the property of SynergyOne
or its sub-contractors.
4.4. The Customer must not add to, modify or in any way interfere with the Service
Equipment, nor allow anyone else other than someone authorised by SynergyOne to
do so. The Customer shall be liable for any loss or damage to the Service Equipment
except where such damage is due to fair wear and tear or is caused by SynergyOne
or anyone acting on SynergyOne's behalf.
4.5. The Customer must grant SynergyOne and its sub-contractors access to its premises
at any agreed time during 08.00 to 18.00 Monday to Friday (excluding public holidays)
("Working Hours") and SynergyOne may, on reasonable notice, require access to the
Customer's premises outside Working Hours. Any work carried out by SynergyOne outside
the Working Hours shall be subject to additional charges. The Customer may be required
to designate a named individual to be available if SynergyOne or its sub-contractors
require access to the premises. If no such person is available or is not present
at the premises then SynergyOne shall have no liability to the Customer for non-performance
of its obligations under this Agreement.
4.6. The Customer shall provide a suitable and safe working environment for SynergyOne
and its sub-contractors. SynergyOne and its sub-contractors shall comply with the
Customer's reasonable site regulations previously notified to SynergyOne in writing.
SynergyOne shall not be liable for any breach of this Agreement which arises as
a result of conflict between any such site regulations and this Agreement.
5. Use of the Service
5.1. The Service is for the supply of both a Telephone Access Line(s) and outbound
Call Traffic over that Access Line(s). The Customer shall not request Carrier Pre-Selection
or use any other Indirect Access routing method for the purpose of routing Call
Traffic through another Service Provider over the Access Line(s).
5.2. The Customer shall ensure that the Customer Equipment is in proper working
order and complies with all applicable standards and approvals for network connection.
Customer Equipment must be used in accordance with any published instructions, safety
and security procedures applicable to the use of that equipment.
5.3. The Customer shall ensure that the Service is not used either by the Customer
or any third party for any fraudulent, criminal, defamatory, offensive, obscene,
indecent or abusive purpose (including menacing, nuisance or hoax calls) or so as
to constitute a violation or infringement of the rights (including intellectual
property rights) of SynergyOne or any third party. The Customer hereby undertakes
to comply with all applicable laws, regulations, conditions of entitlement and guidelines
and all reasonable instructions of SynergyOne in relation to its use of the Service
and the Service Equipment. The Customer shall not use the Service in a manner in
which, in SynergyOne's reasonable opinion, could materially affect the quality of
any electronic communications service over a public electronic communications network,
including the Service.
5.4. SynergyOne shall have the right to recover all reasonable costs incurred in
investigating or remedying any fault with the Service where it is caused by the
Customer's negligence or default or by the Customer Equipment or where the fault
does not lie with SynergyOne or any Service Equipment.
5.5 The Customer acknowledges that it does not own the telephone number(s) and that
it may not transfer the telephone number(s) without the permission of SynergyOne.
Unless the Customer elects otherwise SynergyOne shall use its reasonable endeavours
publish the telephone number and the Customer's details in a telephone directory
and will make such details available to directory enquiry services.
5.6. The Customer shall indemnify SynergyOne against any claims or legal proceedings
which are brought against SynergyOne or its sub-contractors because the Service
is used in breach of the restrictions set out in this paragraph 5.
5.7. The Customer may request changes to features of the Service by completing a
change request form. If the Customer wishes to change the type of Service supplied
it will be required to separately order such service and to enter into a new agreement
for the supply of that different service.
5.8. In the event that SynergyOne or its sub-contractors supply software to use
in conjunction with the Service, SynergyOne grants the Customer a non-exclusive,
non-transferable license for the use of such software for the duration of this Agreement.
Except as permitted by law, the Customer is not permitted to copy, de-compile or
modify the software, nor copy the manuals or documentation supplied with such software.
6. Payment
6.1. The Customer shall pay the charges for the Service from the date the Service
is first made available and as set in the Order Form or as otherwise set out in
the SynergyOne tariff current from time to time (a copy of which is available on
request) All prices are exclusive of value and tax and all prices are subject to
change upon SynergyOne giving not less than 20 days prior written notice to the
Customer.
6.2. All sums due to SynergyOne under this agreement shall be paid in full by the
Customer without any set off whatsoever.
6.3. The Customer shall be invoiced monthly in advance for Access Line(s) charges
and in arrears for call charges by SynergyOne for charges under this Agreement plus
value added tax. Payment is due within 21 days of the invoice date. The time of
payment of all sums due to SynergyOne under this Agreement shall be of the essence.
If payment in full is not received by SynergyOne upon the due date, SynergyOne shall
be entitled to levy an interest charge on any unpaid overdue balance based upon
The Late Payments of Commercial Debts (Interest) Act 1998 and as amended and supplemented
by the Late Payment of Commercial Debts Regulations 2002, at the rate of 8% above
the Bank of England base rate. Interest will be charged on a daily basis. Should
this account not be settled when due, and thereby fall into arrears, and the Company
instruct a Debt Collection Agency and/or a Solicitor to collect the said debt/account;
all commissions, legal fees, costs, disbursements, Value Added Tax, and all sums
that the Company is called upon to pay in order to collect the said outstanding
debt/account, will be borne by the Debtor and/or the party or parties to the Conditions
of Sale or to any contract that the Company has entered into with the Debtor.
Invoices paid by means other than direct debit shall be subject to an additional
£ 5 monthly charge.
6.4 All charges payable under this Agreement shall be calculated by reference to
data recorded or logged by SynergyOne or its sub-contractors and not by reference
to data recorded or logged by the Customer.
6.5. Subsequent to carrying out a credit check pursuant to paragraph 7.3. SynergyOne
may require a cash deposit or bank guarantee to cover charges which SynergyOne might
reasonably expect the Customer to incur the Agreement or may place a limit on the
Customer's account for charges that can be accumulated by the Customer before payment
is received by SynergyOne in respect of provision of the Service.
6.6. Where the Customer fails to comply with paragraph 4.1 or SynergyOne is not
able to access the Customer's premises to carry out installation work or fault repair
work then SynergyOne may charge the Customer for an aborted visit at the rate of
£500.00 (plus VAT) per day or part day as such rate may be varied by the SynergyOne
tariff from time to time.
7. Provision of Information and Data Protection
7.1. The Customer undertakes promptly to provide SynergyOne free of charge, with
all information and cooperation as SynergyOne may reasonably require to enable it
to proceed without interruption with the performance of its obligations under this
Agreement.
7.2. SynergyOne undertakes to keep any personal data it obtains in the performance
of its obligation under this Agreement in accordance with relevant data protection
legalisation and not to use or disclose such information for any unlawful purpose.
SynergyOne may from time to time disclose personal data of the Customer and (if
relevant) the Customer's employees to its sub-contractors and service providers
in order to supply the Service.
7.3. SynergyOne reserves the right to carry out a credit check against the Customer
and may register information about the Customer and the Customer's account with
credit reference agencies. SynergyOne and other parties may use this information
to make credit decisions. This information may also be used to prevent fraud and
to trace debtors.
8. Liability
8.1. Nothing in this agreement shall exclude or restrict SynergyOne's liability
for death or personal injury resulting from the negligence of SynergyOne or its
employees while acting in the course of their employment or for fraudulent misrepresentation
or for any other liability that cannot by Law be excluded.
8.2. Subject to paragraph 8.1, SynergyOne's total aggregate liability to the Customer
in respect of all causes of action arising in each calendar year in contract, tort
(including negligence), breach statutory duty or otherwise in connection with this
Agreement shall be limited to 125% of the total charges paid or payable by the Customer
for the Service in such calendar year or to £5,000, whichever is the greater.
8.3. Subject to paragraph 8.1, SynergyOne shall not be liable to the Customer in
contract, tort (including negligence) breach of statutory duty or otherwise, including
any liability in negligence for any of the following: (a) loss of revenue; (b) loss
of business ; (c) loss of data; (d) loss of profit; (e) loss of any anticipated
savings; (f) loss of time; (g) wasted expenditure; (h) loss of opportunity; or (i)
any indirect or consequential loss.
8.4. SynergyOne shall not be liable for failure to perform any of its obligations
under this Agreement if it is prevented from doing so by any circumstances beyond
its reasonable control, including, but not limited to, lighting, flood, exceptionally
severe weather, fire, explosion, war, civil disorder, industrial disputes (including
industrial disputes involving SynergyOne or its sub-contractors' own employees where
that industrial dispute is beyond the reasonable control of that party) act of God,
act of terrorism, subsidence, national or local emergency, statutory obligation
or acts or omissions of local or central government or other competent authorities
or persons for whom SynergyOne is not responsible or events beyond the reasonable
control of SynergyOne's suppliers including the acts or omissions of third party
telecommunications network operators.
8.5. In the event of any failure in the Service, SynergyOne shall not be liable
to the Customer for any charges incurred by the Customer should the Customer divert
its call traffic to another service provider unless specially requested to do so
by SynergyOne.
8.6. Each of the above provisions excluding or limiting liability shall operate
separately and if any of provision (or part thereof) is held by a court to be unreasonable
or inapplicable the remaining provisions shall continue to apply.
9. Suspension of Service
9.1. SynergyOne may at its sole discretion elect to immediately suspend the provision
of the Service until further notice without liability to the Customer on notifying
the Customer either orally (confirming the same in writing) or in writing in the
event that:
9.1.1. The Customer is in breach of any term of this agreement;
9.1.2. The Customer prevents or delays any prearranged maintenance or fault repair
work from being carried out;
9.1.3. The Customer is suspected, in SynergyOne's reasonable opinion, of involvement
with fraud or attempted fraud in connection with the use of the Service;
9.1.4. SynergyOne is obliged to do so in order to comply with an order, instruction
or request of any government, emergency service organisation or other competent
authority;
9.1.5. operational reasons (such as maintenance or service upgrades) require such
suspension or because of an emergency (in which case no written notice shall be
required);
9.1.6. in the event that any of the events set out in paragraph 10.3 occurs; or
9.1.7. the Customer charges have reached the limit set under paragraph 6.5.
9.2. The Customer must continue to pay the charges for the Services during any suspension
up to the date of termination.
10. Term and Termination
10.1. This Agreement shall start on the date that SynergyOne first makes the Service
available to the Customer and shall remain in effect for the Minimum Term and thereafter
for further periods of one year unless and until terminated in accordance with this
paragraph
10. On termination of this the Agreement for whatever reason the telephone service
may be disconnected unless the Customer makes alternative arrangements with another
provider of telephone services.
10.2. Each party may terminate this Agreement on not less than 90 days notice in
writing to expire at the end of the Minimum Term or on each anniversary thereof.
10.3. Without prejudice to its other rights under this Agreement, SynergyOne may
terminate this agreement immediately if:
10.3.1. the Customer has committed a material breach of this Agreement which is
incapable of remedy or in the case of a remediable breach, the Customer fails to
remedy within a reasonable time of having been requested to do so by SynergyOne;
10.3.2. the Customer is repeatedly in breach of this Agreement;
10.3.3. any contract upon which SynergyOne relies for the provision of the Services
is terminated (for whatever reason);
10.3.4. the site at which the Service is provided is demolished; or
10.3.5. the Customer is the subject of a bankruptcy order, or becomes insolvent,
or makes and arrangement or composition with or assignment for the benefit of its
creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation),
or compulsory liquidation or a receiver or administration is appointed over all
or any of its assets or ceases to carry on business.
10.4. Without prejudice to its other rights, SynergyOne shall have the right immediately
to terminate this Agreement by notice in writing where the Customer fails to make
any payment when it becomes due to SynergyOne.
10.5. On termination of this Agreement, the Customer shall ensure that SynergyOne
is supplied with prompt access to remove any Service Equipment supplied. Where this
Agreement is terminated prior to the end of the Minimum Term, other than for breach
by SynergyOne, the Customer shall pay SynergyOne:
10.5.1. any outstanding charges due from the date of termination up to the end of
the contracted period described in paragraph 10.1;
10.5.2. the cost for the de-installation of the Service Equipment; and
10.5.2. the sum equal to 20% of the average monthly call spend for the period up
to the date of termination multiplied by the number of months remaining in the contracted
period described in paragraph 10.1.
10.6. On termination, any consequential reprogramming of the Customer Equipment
shall be the Customer's responsibility and at the Customer's cost. SynergyOne is
not responsible for any redecorating work at the Customer's premises.
10.7. On termination the provisions of paragraphs 1,4.3 to 4.6, 6, 8, 9, 10.5, 10.6,
11.4, 11.5 and this paragraph 10.7 shall continue to apply.
11. General
11.1 The Customer may not assign or transfer this Agreement or any of its rights
under it without SynergyOne's prior written consent. SynergyOne may assign any or
all of its rights and obligations under this Agreement without prior written consent.
11.2. Any notice, invoice or other document which may be given by either party under
this Agreement shall be deemed to have been given if left at, or sent by post or
fax transmission (confirming the same by post) to an address notified by the other
party in writing as an address to which notices or other documents are to be sent.
SynergyOne's address for service of any notice shall be such address as appears
on the last invoice sent to the Customer or such other address as may be notified
in writing by SynergyOne for that purpose. Unless otherwise notified by the Customer,
the Customer's address for service shall be the address for service shall be the
address set out on the Order Form and notices sent to that address shall be deemed
duly served.
11.3. SynergyOne may change this Agreement at any time by giving 30 days notice
in writing provided that any change shall not materially affect the Service or the
performance of the Service except insofar as it is reasonable to do so.
11.4. If any provision of this Agreement is found to be invalid, unlawful or unenforceable
in any respect, the remaining provisions shall continue to apply to the fullest
extent permitted by law.
11.5. Failure by either party to exercise or enforce any right under this Agreement
shall not be treated as a waiver of that right and shall not prevent that right
or any other right being exercised or enforced on a later occasion.
11.6. This Agreement and any documents referred to in it, including, but not limited
to, the SynergyOne tariff, together represent the entire agreement and understanding
of the parties with respect to their subject matter and supersede all prior understandings
and representations (other than fraudulent misrepresentations), whether written
or oral and this Agreement may only be modified if such modification is in writing
and signed by the Customer.
11.7. The parties do not intend that any term of this Agreement should be enforceable
under the Contracts (Rights of Third Parties) Act 1999 by anyone else.
11.8. This Agreement shall be governed by English law and the parties agree to submit
any dispute to the exclusive jurisdiction of the English courts.
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