‘Act’ means the Telecommunication Act 1984 and amendments to that Act that may be made from time to time. ‘Agreement’ means the Agreement between the Customer and Structured Communications Ltd subject to these terms and conditions and comprising the terms set out overleaf. ‘Customer’ means the person, firm or corporation specified overleaf. ‘Service’ means the provision of voice telecommunications Services to the trunks with the calling line identities indicated overleaf. SC means Structured Communications Limited.
- The Service
SC will exercise all reasonable care in the provision, operation and maintenance of the Service and will endeavour to restore the Service in the event of failure.
The Agreement will come into full force and effect from the date of acceptance by SC and will continue until either:
2.1 Determined by either party giving to the other no less than 90 days prior written notice. Minimum term 12 months, 90 days thereafter.
2.2 Terminated at once on SC giving notice of a breach by the Customer of any of the Customer’s obligations under this Agreement that can be, and are not, remedied within seven days of such notice.
2.3 Terminated at once on SC giving notice of any material breach by the Customer.
- Use of the Service
3.1 The Customer will be responsible for the safe custody and use of the Service and any related equipment after installation of the Service. In addition the Customer agrees and undertakes:
3.1.1 To use the Service in accordance with such conditions as may be notified in writing by SC from time to time.
3.1.2 Not to cause any attachments other than those approved for connections under the Act to be connected to the Service.
3.1.3 Not to contravene the Act or any other relevant regulations or licenses.
3.1.4 Not to use the Service as a means of communication for a purpose other than that for which the Service is provided.
3.1.5 Not to use the Service for transmission of any material or message which is intended to be a hoax call to emergency Services or is of a defamatory, offensive, abusive, obscene or menacing nature.
3.1.6 Not to use the Service in a manner which constitutes a violation of infringement of the rights of any other party nor to make, intend or attempt to make fraudulent use of the Service, including, but not limited to, using the Service to transmit any message or code, locate a person, or give or obtain information without payment for the Service or use or attempt to use the Service with the intent to avoid payment, in whole or in part, of any charges by any means or device.
3.1.7 To maintain its telecommunications apparatus at all times during the period of the Agreement in good working order and conforming with the relevant standard or approval currently designated under section 22 of the Act.
3.1.8 To provide SC with all information reasonably requested relating to Customer’s telecommunications apparatus.
3.2 The Customer will indemnify SC against all liabilities, claims, damages, losses and expenses arising directly from any breach of the undertakings contained in Clause 3.1.
4.1 Where SC is supplying equipment to the Customer as part of the Service, any specified delivery date will be treated as an estimate only, and will not be a term of this Agreement. SC accepts no liability for failure to meet the delivery date.
4.2 Wherever necessary, SC or its appointed agent, engineer, or maintainer will install the equipment at the site. SC will not be responsible for any loss, damages or expenses due to any installation or programming, including reprogramming of least cost routing software, if carried out by persons other than its appointed agent, engineer or maintainer.
4.3 The equipment will at all times remain the property of SC. The Customer will not let, sell, charge, assign, sub-license, allow use of by a third party or encumber the equipment in whole or in part, and will not prejudice SC’s rights in such equipment in any manner whatsoever.
4.4 The Customer will be responsible for the equipment while it is in the Customer’s custody and will notify SC immediately of any faults, necessary repairs or any loss or damage to the equipment. The Customer will indemnify SC against any loss or damage to the equipment.
4.5 Subject to paragraphs 4.7 and 4.8 below, SC will reasonably endeavour to carry out during normal working hour’s repairs to the equipment which are reasonably and properly necessary to maintain the Service without charge to the Customer.
4.6 The Customer undertakes not by itself, its agents or its servants or otherwise to carry out any repairs, alterations, modifications or maintenance or make any additions or attachments to or otherwise alter the equipment without prior written consent from SC.
4.7 SC will not be responsible for faults arising or repairs necessary resulting from either
4.7.1 Breach of paragraph 4.6 above.
4.7.2 The Customer’s negligence or default.
4.7.3 Failure by the Customer to use the Service in accordance with this Agreement or any reasonable or necessary instruction by SC.
4.7.4 Any act, omission or fault associated with a telecommunications system other than that of SC.
4.7.5 Any other cause beyond the reasonable control of SC.
4.8 If SC carries out repairs or maintenance work arising under paragraph 4.7 above or if SC is required to carry out work outside its normal working hours, SC will be entitled to levy a reasonable charge for such work.
4.9 The Customer will allow SC access at all reasonable times to the site to implement and carry out this Agreement and to provide SC, free of charge, with all information and assistance reasonably required by SC to perform its obligations under this Agreement.
4.10 The Customer will be responsible for obtaining and, where appropriate, paying for all necessary licenses, consents and approvals required by third parties for the installation and use of the equipment.
4.11 The Customer ensures that any telecommunications equipment supplied or used by them in conjunction with the equipment is in good working order and complies with all applicable legislation and standards.
- Access to Premises and Provision of Information
5.1 To enable SC to exercise its obligations under this Agreement:
5.1.1 The Customer will permit or obtain permission for SC and any other person(s) authorised by SC to have reasonable access to its premises and the Service’s connection points and will provide such reasonable assistance as SC requests.
5.1.2 SC will normally carry out work by appointment and during normal working hours, but may ask the Customer for access at other times. The Customer will not be obliged to provide such access.
5.1.3 At the Customer’s request, SC may agree to work outside normal working hours and the Customer will pay SC’s reasonable charges for complying with such a request.
5.1.4 If the Customer requests maintenance or repair work which is found to be unnecessary, the Customer may be charged for the work and costs incurred. SC will give notice that work is considered unnecessary prior to completion and raising charges.
5.1.5 The Customer allows SC to use information about the calls made by the Customer including, but not limited to, origin, destination, duration route and time, so that SC can perform its obligations under this Agreement and maintain or upgrade the Service or produce statistics to assist SC or SC’s operators in their network and business planning.
- Suspension of Service
6.1 SC may at its sole inclination at any time with immediate effect elect to suspend provision of the Service until further notice without compensation if:
6.1.1 The Customer is in breach of a material term of this Agreement including, for the purposes of this Agreement, its failure to pay monies due to SC on the due dates.
6.1.2 SC is obliged to comply with an order, instruction or request of the Government, an emergency Services organisation or other administrative authorities.
6.1.3 Modification, preventive or emergency maintenance is necessary.
6.2 The Customer will reimburse SC for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Service as appropriate, but only where the suspension is implemented as a result of breach, fault or omission of the Customer.
7.1 Nothing in this Agreement will exclude or restrict SC’s liability for the death or personal injury resulting from the negligence of SC or its employees while acting in the course of their employment.
7.2 If the Service fails to operate and the Customer diverts traffic to another carrier, SC will not be responsible for that carrier’s charges.
7.3 Neither party will be liable to the other in contract, tort or otherwise for any loss of business, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever.
7.4 SC’s liability in contract, tort or otherwise arising out of or in connection with the performance of its obligations under this Agreement will be limited to £10,000 for any one incident or series of incidents and £25,000 in aggregate.
7.5 Neither party will be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any Act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecommunication operators or other competent authorities.
- Charges and Payments
8.1 The Customer will be invoiced monthly by SC and agrees to pay charges within 14 days of receipt of invoice.
8.2 Charges will be at SC’s current price list.
8.3 SC intends that there will be no price increase in usage charges during the term of this Agreement. Should price increases become necessary, the Customer will have 28 days from written notification of said increases to terminate the Agreement in writing without penalty.
8.4 Usage charges payable will be calculated by reference to data recorded or logged by SC and not by reference to any data recorded or logged by the Customer.
8.5 SC reserves the right to charge daily interest on amounts outstanding 14 days after invoice until payment in full is received, at a rate equal to 4% per annum above the Lloyds Bank Plc Base Lending Rate as current from time to time, whether before or after judgment. Interest will continue to accrue notwithstanding termination of this Agreement.
8.6 All sums referred to in this Agreement are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced.
9.1 Notwithstanding anything to the contrary expressed or implied in this Agreement, either party (without prejudice to its own rights) may terminate this Agreement forthwith if a liquidator (other than for the purpose of amalgamation or reconstruction) trustee in bankruptcy, administrator, receiver and manager is appointed in respect of the whole or part of the assets and/or undertaking of the Customer or the Customer enters into an arrangement or composition with its creditors, or if the Customer becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order.
9.2 Notwithstanding anything to the contrary expressed or implied in this Agreement, SC (without prejudice to their own rights) may terminate this Agreement forthwith if any license under which the Customer has the right to run its telecommunication system and connect it to the Service is revoked, amended or otherwise ceases to be valid.
9.3 If the Customer wishes to cancel this Agreement in whole or in part prior to connection, SC will agree to accept such cancellation on the basis that the Customer will reimburse to SC any circuit cancellation charges levied on SC by BT, Mercury or other suppliers.
SC may, but the Customer will not (without SC’s prior written consent) assign, transfer or delegate or otherwise deal with all or any of its rights and obligations under this Agreement.
11.1 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other Agreements and representations made by either party, whether oral or written, and this Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party thereto.
11.2 Failure by either party to exercise or enforce any right conferred to this Agreement will 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.
11.3 By signing the form overleaf, the Customer hereby agrees to the total exclusion of all its terms and conditions of business from this Agreement.
11.4 Any notice, invoice or other document which may be given by SC under this Agreement will be deemed to have been duly given if left at or sent by post to an address to which notices, invoices or other documents may be sent, or the Customer’s usual or last known place of abode or business, or if the Customer is a limited company, its registered office. SC’s address for the Service of any notice by the Customer under this Agreement will be such address as is shown on the last invoice rendered to the Customer or such address as SC may prescribe for that purpose.
11.5 This Agreement will be governed by and construed and interpreted in accordance with English law, and the parties hereby submit to the jurisdiction of the English courts.
11.6 Any Director or representative of a limited company who signs on behalf of the Customer will be deemed an authorised signatory and thereby guarantees the Customer’s acceptance of its obligations under this Agreement.