Cobalt Communication Solutions Ltd
Terms and Conditions
This Handbook sets out the relationship between us. Such documents can be long and complex but we have tried to keep this to a minimum in two ways:
• We have attempted to use plain English but if there are areas you do not understand; please ask.
• The Terms are divided into Sections: the first applies to all contracts with us (these General Terms) and there are further terms for specific services (Specific Terms). This means that you will only be given those additional terms that apply to your particular contract with us.
1. Definitions
1.1. So as to be clear, the following words shall have the following meanings:
Contract: these terms, any Specific Terms applying to your order, your order and our Customer Agreement
Equipment: the Hardware and Software agreed to be purchased by you from us as set out in the Customer Agreement
Good Industry Practice: that degree of skill, care, prudence, foresight, operating systems and practice which would ordinarily be expected of a skilled and experienced supplier engaged in the same or similar type of undertaking as that of the Supplier under similar circumstances
Hardware: all physical items listed in the Customer Agreement.
Location: your premises where the Equipment is to be installed or lines connected as specified in the Customer Agreement, or, if none, your principal place of business.
Services: all services to be supplied by you listed in the Customer Agreement.
Software: any operating system or other third party software listed in the Customer Agreement.
2. The terms that apply to the Contract
2.1. These terms and conditions shall apply to all dealings between us and you and take precedence over anything inconsistent in or referred to in your purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2. Only additions to, variations of, exclusions or attempted exclusions of any term of the Contract will be binding on us if they are in writing and signed by a Director or Senior Manager.
3. Quotations and Orders
3.1. A binding contract shall not come into existence between us and you unless and until we issue a Customer Agreement to you, or, if earlier, when we begin to deliver the Equipment.
3.2. The Equipment and the Services shall be as set out in our Customer Agreement or (if there is no Customer Agreement), our quotation.
3.3. Upon our request, you will appoint a project manager with authority to bind you and through whom all communication will be passed.
3.4. We may deliver and invoice the Equipment in instalments.
3.5. All drawings, descriptive matter, specifications and advertising issued by us are provided for illustrative purposes only and do not form part of the Contract.
3.6. We reserve the right to make any changes in the specification of the Equipment which do not materially affect their quality or performance.
3.7. Our employees are not authorised to make any contractually binding promises or representations concerning the Equipment or the Services. In entering into the Contract, you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which have not been confirmed in writing by a Director or Senior Manager.
3.8. Any advice or recommendation given by us or our employees to you or your employees about the storage, application or use of the Equipment or the Services, which is not confirmed in writing, is followed or acted on entirely at your own risk.
4. Finance and Credit
4.1. You agree to allow (and will procure that your owners, directors and officers allow) us to carry out credit reference searches relating to the credit worthiness of your owners and company. In connection with such searches you agree to provide or procure the supply of all relevant information and appreciate that the details of such searches may be seen by others carrying out similar searches.
4.2. You acknowledge that our role in connection with any finance is as your agent and not that of the finance house.
4.3. In the event that we are not able to obtain finance on the terms proposed or otherwise as is acceptable to you, then we will be entitled to terminate this Contract and charge you a restocking charge for any equipment ordered for you.
4.4. If, when payment is due to us, the finance company refuses to pay as a result of your default, then you are liable for the full sum due upon demand.
5. Payment and Price
5.1. All prices shall be as stated in our Customer Agreement. All prices are exclusive of VAT.
5.2. The price for Equipment is based on the published prices of the respective manufacturers prevailing at the date of our Customer Agreement. If we notify you of an increase prior to delivery then you may cancel this agreement by giving notice within 3 working days of being notified of the increase.
5.3. We may, by notice to you before delivery, increase the price of any undelivered Equipment to reflect any change in delivery dates, quantities or specifications requested by you, or any delay caused by you.
5.4. Invoices shall be paid within 30 days of their date, whether or not delivery has taken place or title in the Equipment has passed to you.
5.5. Time for payment of our invoices shall be of the essence of the Contract.
5.6. If you do not pay on time, the whole of the balance of the price of the Equipment and the Services then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to us, we may appropriate any payment made by you to any outstanding sum, charge interest on the amount and suspend all further delivery of equipment and the provision of any services.
6. Delivery and Installation of Equipment
6.1. We will use our reasonable endeavours to deliver (and if included in the Order Confirmation) install the Equipment and provide the Services on the date or dates specified in our Customer Agreement at the Location, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time. Time is not of the essence as to the delivery of the Equipment or the provision of the Services.
6.2. Delivery and installation shall be made during normal business hours and we may levy additional charges for any deliveries made outside such hours at your request.
6.3. You shall be responsible (at your cost) for preparing the Location for the delivery and installation of the Equipment. In the event that any making good or decorating is required after installation, then that is your responsibility.
6.4. You must ensure that the premises where the Equipment is to be or is installed are and remain suitable and that at the time of installation comprise a safe place of work for our employees. You are responsible for ensuring that our employees have safe access to and from your and you must comply with all health and safety regulations in respect of our employees whilst they are on your premises. You must provide all necessary facilities, such as light, electricity, proper ventilation and sufficient installation space that we request.
6.5. Where we are not installing the Equipment:
6.5.1. we will be responsible for any damage, shortage or loss in transit, provided that you notify us (or its carrier, if applicable) within 3 working days of delivery or the proposed delivery date of the Equipment. Any remedy under this condition shall be limited, at our option, to the replacement or repair of such Equipment which is proven to our satisfaction to have been lost or damaged in transit; and
6.5.2. you will be deemed to have accepted the Equipment when you have had 3 working days to inspect it after delivery or, if earlier, when you use the Equipment other than for test purposes.
7. Risk and ownership
7.1. Where we are installing the Equipment:
7.1.1. The Equipment shall be at our risk until delivery and installation of the Equipment at the Location.
7.1.2. On completion of installation, we will demonstrate the Equipment to you and the Equipment will then be deemed accepted by you. You agree to sign the form of acceptance or the delivery note. If at any time you make use of the Equipment other than for training or test purposes then the Equipment will be deemed to be accepted.
7.1.3. You will not own the Equipment until you have paid everything due to us (or if later, on installation). Until you own the Equipment you must look after it on our behalf, keep it fully insured on our behalf. Any insurance proceeds from a claim must be kept separate from your money and not paid into an overdrawn account.
7.1.4. Your right to possession of the Equipment, before ownership has passed to you, shall terminate immediately if any of the circumstances set out in condition 15.1 arise or if you mortgage or in any way charge the Equipment, or if you fail to make any payment to us on the due date.
7.1.5. If you use banking facilities that involve a charge over your assets then you shall inform the bank or finance house of our ownership and rights in the Equipment.
7.2. You grant us and our employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where your right to possession has terminated, to remove it. All costs incurred by us in repossessing the Equipment shall be borne by you.
7.3. On termination of the Contract for any reason, our rights in this condition shall remain in effect.
8. Software licence
8.1. If Software is included the Order Acknowledgment, the price of the Equipment includes the licence fee for your right to use the Software in accordance with the manufacturer’s current licensing conditions and any further restrictions included in the Order Acknowledgment.
9. Warranties
9.1. We will carry out our duties in accordance with Good Industry Practice.
9.2. In respect of Hardware manufactured, or Software created, by others we will use all reasonable endeavours to pass on the warranties provided by the manufacturer of the same.
9.3. If any Equipment is agreed by us to be faulty before acceptance then we will exchange the faulty part free of charge as quickly as possible. If we cannot agree whether there is a fault we both agree to allow the manufacturer to decide.
9.4. In respect of Software, we will during the manufacturer’s warranty period, provide assistance in communicating with the licensor of the Software regarding faults so far as it is reasonable to do so. In respect of Hardware, we undertake, at its option, to repair or replace Equipment (other than Software or consumable items) which is found to be defective as a result of faulty materials or workmanship within the manufacturer’s warranty period.
9.5. If you take out a support contract with us then we will provide a comprehensive service including the replacement of faulty equipment with new.
9.6. The person or persons signing the form of acceptance or delivery note warrant that they have authority to sign the same on your behalf.
10. Remedies
10.1. We will not be liable for any non-delivery of Equipment (even if caused by our negligence) unless you notify us in writing of the failure to deliver within 7 days after the scheduled delivery date.
10.2. Our liability for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
10.3. If our performance of our obligations under the Contract is prevented or delayed by your act or omission (other than by reason of a Force Majeure Event), you shall pay us all reasonable costs, charges or direct losses sustained by it as a result, subject to us notifying you in writing of any such claim it might have against you in this respect.
10.4. We will not be liable for a breach of the warranty contained in condition 9 unless:
10.4.1. you give written notice of the defect to us within fourteen days of when you discover or ought to have discovered the defect; and
10.4.2. we are given a reasonable opportunity of examining such Equipment and you (if asked to do so) return such Equipment to our place of business at our cost for the examination to take place there.
11. Training
11.1. We undertake to provide training in the use of the Equipment for your staff as set out in our Customer Agreement.
11.2. Any additional training required by you will be provided in accordance with our then current scale of charges.
12. Limitation of liability
12.1. The following provisions set out our entire liability (including any liability for the acts or omissions of our employees) to you in respect of any breach of the Contract and any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
12.2. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraud or fraudulent misrepresentation.
12.4. Subject to condition 12.3:
12.4.1. Because we cannot work out the potential harm to your organisation, we will not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising; and
12.4.2. our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to two times the price payable for the Equipment and Services under condition 5.
13. Intellectual Property Rights
13.1. If we manufacture or modify the Equipment or incorporates data or other information at your request, you shall indemnify and keep us indemnified against all losses, damages, costs, claims and expenses incurred by us in connection with any claim for infringement of any third party Intellectual Property Rights which results from that request.
13.2. We hereby assign to you all existing and future Intellectual Property Rights in any software or documentation written specifically by it for you and included in the Equipment or the installation element of the Services.
14. Non-Solicitation
14.1. Neither party shall, during the continuance of the Contract, or within 6 months of its termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the event of breach of this condition the party in default shall pay the other a sum equal to six months’ gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.
15. Termination for Cause
15.1. Either party may terminate this agreement forthwith on giving notice in writing to the other if one party ceases to carry on business or commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 7 days after the receipt of the request in writing from the other to do so, to remedy the breach.
15.2. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
16. Dispute Resolution Procedure
16.1. If any dispute arises in connection with this agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly in good faith to resolve the dispute.
16.2. If the dispute is not resolved in accordance with condition 16.1, the dispute shall be referred to mediation and the mediator shall be appointed by the Centre for Dispute Resolution.
17. Force Majeure
17.1. We will not be liable to you for any breach of our obligations under this the Contract if such breach is due to an act, event, omission or accident beyond our reasonable control (Force Majeure Event).
17.2. If a Force Majeure Event occurs, we will inform you as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance of its obligations as soon as possible.
18. Waiver
A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
19. Entire Agreement
19.1. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2. Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
20. Assignment
You shall not, without our prior written consent (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
21. Notices
Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or, if to us, by email to [email protected] or such other address as may be notified by one party to the other.
22. Governing law and jurisdiction
The Contract is governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction
The Specific Terms deal with the supply to you of on-going System Support and are a supplement to our General Terms and Conditions, which also apply to your particular contract with us.
These Specific Terms take precedence over our General Terms and Conditions.
1. Definitions
1.1. Anything defined in the General Terms shall have the same meaning here.
1.2. So as to be clear, the following words shall have the following meanings:
General Terms: Our General Terms and Conditions.
Initial Period: 60 months from the date the solution is installed or the date we notify to you as the start date of the Service, unless stated otherwise on the Customer Agreement.
Network Operator: is the relevant Service Provider
Maintenance Cost means the monthly / annual charge for the Services
System: is the system detailed in the Customer Agreement.
2. Period of Services
2.1. We will supply the Services for the Initial Period. You may terminate this contract by giving at least 90 day’s written notice to expire at the end of the Initial Period or upon each annual anniversary thereafter.
2.2. If you terminate this contract other than in accordance with this clause or clause 15 of the General Terms we will charge an early termination fee for our losses. We shall calculate that fee by multiplying the number of months left until the end of the Initial Period (or the annual anniversary) by the Maintenance Cost per month (calculated using the monthly value or the most recent annual Maintenance Cost divided by 12). If you have not otherwise breached the terms then we will apply a discount of 25% of the monthly fee.
3. What Services will be provided
3.1. We will provide the Services as detailed in the Customer Agreement. The Services shall include maintenance, repair and replacement to the System and Equipment (including the provision of any necessary materials and spare parts) as shall be required as a result of fair wear and tear arising from proper operation of the System. Any replacement parts shall become part of the System.
3.2. We can only provide the Services where you have arranged and paid for the necessary connections to the Network operator prior to commencement of the Services.
3.3. We will use reasonable endeavours to respond to calls for Services:
3.3.1 within 4 working hours in the event of a failure which we consider to be major
3.3.2 within 8-16 working hours for a failure which we consider to be minor; and
3.3.3 within 16 working hours for intermittent faults.
3.4. Our Services will be provided between 9am and 5pm Monday to Friday excluding Bank Holidays.
3.5. All non-corded devices such as Cordless Phones or Cordless Headsets are excluded from the support contract for hardware repair or replacement unless stated otherwise on the customer agreement.
3.6. If we agree to provide the Services outside of normal working hours you will be liable for an additional charge that we will notify you before carrying out the work.
3.7. Any replacement parts will be of at least equivalent functionality but may not be the identical model or colour.
3.8. Where we have responded to a request for Services and we have ascertained that no fault exists we will deem this to be an “Abortive Visit” and we may charge a fee for this visit.
3.9. Where we have responded to a request for Services and are unable to obtain entry to the premises to carry out the Services this will be deemed to be an “Abortive Visit” and we may charge a fee for this visit.
4. When we cannot provide the Services
4.1. We can only provide the Services where (in our reasonable opinion) you have used the System in accordance with the schedule or other guidelines issued by us or the manufacturer and all relevant legislation, guidelines and codes of practice. If we believe that you have failed to comply with this clause we may withdraw the Services until we have sufficient information to determine whether or not you have breached this clause.
4.2. We may withhold the Services if we believe that:
4.2.1 you have not stored or handled the System properly
4.2.2 you have not followed the instructions or recommendations of your Network Operator
4.2.3 you have changed your requirements or the Network Operator (or other relevant authority) requirements have changed
4.2.4 the Services are required due to causes external to the System (including but not limited to electricity supply, other force majeure acts, equipment or spares you have attached to the System, faults on the call carrier’s system where we do not route the calls)
4.2.5 the Services are required due to work carried out by an organisation other than us
4.2.6 there is a failure in the wiring other than by fair wear and tear
4.2.7 the Services are for work external to the System (eg overhead, underground, concealed internal or external cabling), moving or reinstalling or replacing consumable items
4.3. Where clause 4.2.4 applies or you have otherwise changed the configuration of the Equipment or accessories, we may (at our absolute discretion) continue to provide the Services but reserve the right to charge an additional fee. We shall inform you in writing if we agree to continue to provide the Services.
5. What we need you to do
5.1. In order to carry out the Services, we will require you to carry out certain obligations, these include:
5.1.1 notify us as soon as reasonably possible where a fault has been identified;
5.1.2 allow us to enter the property where the System is installed to inspect or carry out work to the System during normal working hours and make available electricity supply and any other facilities, services and co-operation that may be necessary;
5.1.3 ensure that our employees or contractors attending your premises are informed of health and safety requirements relating to your premises;
5.1.4 not to move the System without our written consent. We may move the System at your request and may charge a fee for this service;
5.1.5 appoint a “principal operator” who we will train in the use of the System;
5.1.6 ensure you hold the correct licences and permissions which relate to the System and allow us to inspect the such documentation if required;
5.1.7 comply with any other instructions that we may issue to you in relation to the correct operation of the System; and
5.1.8 ensure that the System is not tampered or interfered with in any way.
5.2. Where we require you to send back any parts, we will charge for any parts not received by us within 2 weeks or receipt of the new parts by you or request by us for you to send the part back. All returned parts should be sent by recorded delivery requiring a signature.
5.3. If you use the Services in breach of this clause 5 or misuse the System in any way you shall indemnify us in the event of any claim against us arising from that breach.
6. Personal Data
6.1. Please read our Privacy Policy. By using the Services you agree to the collection and use of your data as set out in our Privacy Policy.
7. Variation in Maintenance Cost
7.1. The Order Acknowledgement details the Maintenance Cost for the first year of the contract.
7.2. We may increase the value of Maintenance Cost annually in line with inflation each year.
7.3. We may vary the Maintenance Cost and shall give you at least 42 day’s notice of the increase which will apply to the Maintenance Cost for each following year.
8. Several Systems
8.1. If you have more than one System these terms apply to each System individually.
8.2. If there is a dispute about one System it will not affect the Contract for another System unless actually affected.
8.3. The Contract for each System can be terminated individually.
The Specific Terms deal with the supply to you of SIP Services and are a supplement to our General Terms and Conditions, which also apply to your particular contract with us.
These Specific Terms take precedence over our General Terms and Conditions.
1. Definitions
1.1. Anything defined in the General Terms shall have the same meaning here.
1.2. So as to be clear, the following words shall have the following meanings:
Connection Date: the date your services are connected.
General Terms: Our General Terms and Conditions.
Initial Period: 36 months from the date the Network Services are provided unless stated otherwise on the Customer Agreement
Installation Costs means the cost or estimated cost detailed in the Customer Agreement
Network Services: the telephony services to be supplied to you listed in the Customer Agreement.
2. Supply and Installation
2.1. We will use all reasonable endeavours to supply the Network Services by the Connection Date.
2.2. You do not own the number(s) provided to you and we may reallocate numbers that are not used for 6 months.
2.3. Where an inbound Trunk does not carry any traffic for any 3 month period, we may apply a monthly charge to this number.
2.4. The Customer Agreement will set out whether there are any Installation Costs. Where we are unable to give an Installation Cost due to third party constraints we will give an estimated cost prior to commencement of the installation, but there may be additional costs. You agree to pay all Installation Costs and if you cancel installation after works have commenced, you will agree to pay the costs actually incurred up to the point of cancellation.
3. Use of the Network Services
3.1. If we consider that your usage profile is abnormal, out of the ordinary or extremely high we reserve the right to restrict or suspend your use of the Network Services as we deem necessary or we may increase your charges.
3.2. We will endeavour to inform you in advance of any restrictions or extra charges on your use of the Network Services.
3.3. You agree that your use of the Network Services shall comply with all relevant legislation, regulations, guidelines and codes of practice. Where you reasonably believe that your use fails to comply with this clause 3.3 you should inform us immediately and we reserve the right to terminate your use of the Network Services without further notice.
3.4. If you use the Network Services in breach of clause 3.3 or misuse the Network Services in any way you shall indemnify us in the event of any claim against us.
3.5. You will be responsible for preventing unauthorised use of the Network Services, maintaining the security or all systems, network elements and equipment within your (or your employee’s or contractor’s) control and ensuring the integrity and security of all passwords, log-in details and access codes for the purposes of accessing or using the Network Services or any systems, network elements or equipment.
3.6. You will comply with all security measures relating to the Network Services that have been notified to you in the Customer Agreement or Customer Security Measures Document. We shall only be responsible for security measures that we have expressly stated to be our responsibility in the Order Acknowledgement or Customer Security Measures Statement.
3.7. In the event that the Network Services are used by someone else with or without your knowledge (eg unauthorised use of your telephony systems) you will be liable for all charges relating to that use. If you believe that this has occurred or that the security of your Network Services have been compromised in any way you must contact us immediately and you shall use all reasonable efforts to prevent such further use. We reserve the right to terminate your use of the Network Services immediately.
4. Changes, Interuptions or Faults to Network Services
4.1. We may have to do some things that could affect the Network Services. If we do then we will attempt to restore the Network Services as quickly as reasonably possible.. These things could include, but are not limited to: (1) Interrupt the Network Services for operational reasons or in an emergency or (2) give instructions necessary for health and safety or to maintain the quality of the Network Services.
4.2. We cannot guarantee that the Network Services will be free from interruptions or will be fault free and, subject to clause 12.3 of the General Terms, we will not be liable for any losses or damage caused by interruptions.
4.3. We will investigate any fault that is reported to us according to our standard procedures.
4.4. If we agree to investigate any fault outside of normal working hours you will be liable for an additional charge that we will notify to you before carrying out the work.
4.5. If you tell us there is a fault and we find out that it was cause either by you, your employees, your equipment or electricity supply or one of your third party contractor, we may charge you for carrying out the work.
4.6. During fault investigations we may require you to carry out tests and send us the feedback which will then be used by us to conclude our investigations.
4.7. We reserve the right to suspend provision of the Network Services in order to investigate faults or where considered necessary for any reason by us.
5. Personal Data
5.1. Please read our Privacy Policy. By using the Network Services you agree to the collection and use of your data as set out in our Privacy Policy.
6. Duration
6.1. The Contract is for the Initial Period and during that period you agree not to use any other network provider for your outbound calls. Other than in the case of a service failure or network outage, we reserve the right to charge you at our standard tariff for such calls.
7. Termination
7.1. Either of us may terminate this Contract on 90 days’ notice expiring on or after the end of the Initial Period.
7.2. If you terminate this contract and conditions other than in accordance with this clause or clause 15 of the General Terms we will charge an early termination fee for our losses. We shall calculate that fee by multiplying the number of months left until the end of the Initial Period. We will calculate the loss of call revenue by calculating the average monthly call cost, (calculated over the previous six months).
The Specific Terms deal with the supply to you of Telephony and are a supplement to our General Terms and Conditions, which also apply to your particular contract with us.
These Specific Terms take precedence over our General Terms and Conditions.
1. Definitions
1.1. Anything defined in the General Terms shall have the same meaning here.
1.2. So as to be clear, the following words shall have the following meanings:
BT: means the BT Group plc
Connection Date: the date specified in the Customer Agreement.
General Terms: Our General Terms and Conditions.
Initial Period: 36 months from the date the Network Services are provided.
Installation Costs means the cost or estimated cost detailed in the Customer Agreement
Network Services: the telephony services to be supplied to you listed in the Customer Agreement.
2. Supply and Installation
2.1. We will use all reasonable endeavours to supply the Network Services by the Connection Date.
2.2. You do not own the number(s) provided to you and we may reallocate numbers that are not used for 6 months.
2.3. Where an inbound number does not carry any traffic for any 3 month period, we may apply a monthly charge to this number.
2.4. The Customer Agreement will set out whether there are any Installation Costs. Where we are unable to give an Installation Cost due to third party constraints we will give an estimated cost prior to commencement of the installation, but there may be additional costs. You agree to pay all Installation Costs and if you cancel installation after works have commenced, you will agree to pay the costs actually incurred up to the point of cancellation.
3. Use of the Network Services
3.1. If we consider that your useage profile is abnormal, out of the ordinary or extremely high we reserve the right to restrict or suspend your use of the Network Services as we deem necessary or we may increase your charges.
3.2. We will endeavour to inform you in advance of any restrictions or extra charges on your use of the Network Services.
3.3. You agree that your use of the Network Services shall comply with all relevant legislation, regulations, guidelines and codes of practice. Where you reasonably believe that your use fails to comply with this clause 3.3 you should inform us immediately and we reserve the right to terminate your use of the Network Services without further notice.
3.4. If you use the Network Services in breach of clause 3.3 or misuse the Network Services in any way you shall indemnify us in the event of any claim against us.
3.5. You will be responsible for preventing unauthorised use of the Network Services, maintaining the security or all systems, network elements and equipment within your (or your employee’s or contractor’s) control and ensuring the integrity and security of all passwords, log-in details and access codes for the purposes of accessing or using the Network Services or any systems, network elements or equipment.
3.6. You will comply with all security measures relating to the Network Services that have been notified to you in the Customer Agreement or Customer Security Measures Document. We shall only be responsible for security measures that we have expressly stated to be our responsibility in the Order Acknowlegement or Customer Security Measures Statement.
3.7. In the event that the Network Services are used by someone else with or without your knowledge (eg unauthorised use of your telephony systems) you will be liable for all charges relating to that use. If you believe that this has occurred or that the security of your Network Services have been compromised in any way you must contact us immediately and you shall use all reasonable efforts to prevent such further use. We reserve the right to terminate your use of the Network Services immediately.
4. Changes, Interuptions or Faults to Network Services
4.1. We may have to do some things that could affect the Network Services. If we do then we will attempt to restore the Network Services as quickly as reasonably possible.. These things could include, but are not limited to: (1) Interrupt the Network Services for operational reasons or in an emergency or (2) give instructions necessary for health and safety or to maintain the quality of the Network Services.
4.2. We cannot guarantee that the Network Services will be free from interruptions or will be fault free and, subject to clause 12.3 of the General Terms, we will not be liable for any losses or damage caused by interruptions.
4.3. We will investigate any fault that is reported to us according to our standard procedures.
4.4. If we agree to investigate any fault outside of normal working hours you will be liable for an additional charge that we will notify to you before carrying out the work.
4.5. If you tell us there is a fault and we find out that it was cause either by you, your employees, your equipment or electricity supply or one of your third party contractor, we may charge you for carrying out the work.
4.6. During fault investigations we may require you to carry out tests and send us the feedback which will then be used by us to conclude our investigations.
4.7. We reserve the right to suspend provision of the Network Services in order to investigate faults or where considered necessary for any reason by us.
5. Personal Data
5.1. Please read our Privacy Policy. By using the Network Services you agree to the collection and use of your data as set out in our Privacy Policy.
6. Duration
6.1. The Contract is for the Initial Period and during that period you agree not to use any other network provider for your outbound calls. Other than in the case of a service failure or network outage, we reserve the right to charge you at our standard tariff for such calls.
7. Termination
7.1. Either of us may terminate this Contract on 90 days’ notice expiring on or after the end of the Initial Period.
7.2. If you terminate this contract and conditions other than in accordance with this clause or clause 15 of the General Terms we will charge an early termination fee for our losses. We shall calculate that fee by multiplying the number of months left until the end of the Initial Period. We will calculate the loss of call revenue by calculating the average monthly call cost, (calculated over the previous six months
The Specific Terms deal with the supply to you of Internet Connectivity and Broadband Services and are a supplement to our General Terms and Conditions, which also apply to your particular contract with us.
These Specific Terms take precedence over our General Terms and Conditions.
1. Definitions
1.1. Anything defined in the General Terms shall have the same meaning here.
1.2. So as to be clear, the following words shall have the following meanings:
The Carrier: means the provider of the Service, (BT Openreach, Virgin, Jurassic Fibre etc).
Connection Date: the date of delivery of service.
General Terms: Our General Terms and Conditions.
Initial Period: 36 months from the date the Network Services are provided unless otherwise stated on the Customer Agreement.
Installation Costs means the cost or estimated cost detailed in the Customer Agreement
Network Services: the connectivity and broadband services to be supplied to you listed in the Customer Agreement.
2. Supply and Installation
2.1. All Ethernet orders are taken “subject to Site Survey”, and prices are not guaranteed until a survey has been completed by The Carrier. If “Excess Construction Charges” are levied then you have the right to cancel the Ethernet contract within 14 days of notification.
2.2. Where optional FTTC backup is required for a new Ethernet Connection, it is your responsibility to make a suitable Telephone line available, this may incur an extra cost.
2.3. We or The Carrier may need to carry out a survey and this will determine Installation Costs and availability of the Network Services.
2.4. The Customer Agreement will set out whether there are any Installation Costs. Where we are unable to give an Installation Cost due to third party constraints we will give an estimated cost prior to commencement of the installation, but there may be additional costs. You agree to pay all Installation Costs and if you cancel installation after works have commenced, you will agree to pay the costs actually incurred up to the point of cancellation.
2.5. In the event that The Carrier determine that it is not possible to supply the Network Services for any reason, or clause 3.2 applies, then we shall terminate this Contract immediately and shall not be liable to you for any losses you incur in relation to this termination or otherwise.
2.6. We will use all reasonable endeavours to supply the Network Services by the Connection Date.
2.7. During installation there may be interuptions or interference to your telephone service which shall be reinstated after installation and we shall not be liable for any such interuptions or interference.
2.8. The routing of cables, wires and apparatus shall remain the decision of us and The Carrier.
3. Use of the Network Services
3.1. You acknowledge and accept that some Services are rate adaptive and that speeds are affected by external factors (including but not limited to technical limitations, distance from telephone exchange and atmospheric conditions). We cannot guarantee the speed of the Network Services and will not be liable where the Network Services are affected by such external factors.
3.2. Some technical limitations may not be apparent until after the Network Services have been installed and working for some time. We reserve the right to terminate the Network Services in such circumstances where it is technically impracticable to provide them to the appropriate standard or at all.
3.3. You acknowledge and accept the following technical limits relating to the Network Services: transmission performance of some metallic local loops will mean it is technically impracticable to provide the Network Services to you: currently until such time as we advise otherwise, the Network Services cannot be provided over the same Access Connection as certain other telecommunications services; the Network Services are not available to Sites where all or part of the Access Connection is provided over the fibre optic cable or radio systems; that in the case of any rate-adaptive product, including FTTC, SoGEA services, upload speeds (and download speeds) are dependent on distance from the exchange, atmospheric conditions and quality of the metallic path and may vary without notice to you: rate adaption can occur several times a day and cause the link to the DSLAM to reset; that is the case of any rate adaptive product such as FTTC or SoGEA services, throughput guarantees will relate only to the actual rated speed of an individual connection, not any implied speed of service.
3.4. We remind customers that when they are connected to the internet via our service they must comply with the law. Customers must not use our service:
For the improper use of a public electronic communications network which is or would be an offence under Section 127 of the Communications Act 2003; or any unauthorised access or denial of service attack which is or would be an offence under Sections 1, 2 or 3 of the Computer Misuse Act 1990; or to commit an offence under the Regulation of Investigatory Powers Act 2000; or to commit an offence under any other relevant UK legislation.
3.5. It is your responsibility to ensure that your equipment and any wiring or lines owned by third parties meet the necessary requirements and functionality required in order
to operate the Network Services. We shall not be liable in the event that your equipment, wiring or third party lines fail to meet the necessary requirements and we may charge additional costs for any visits to your site or other costs incurred by us as a direct result of such failure.
3.6. If we consider that your useage profile is abnormal, out of the ordinary or extremely high we reserve the right to restrict or suspend your use of the Network Services as we deem necessary or we may increase your charges.
3.7. We will endeavour to inform you in advance of any restrictions or extra charges on your use of the Network Services.
3.8. You agree that your use of the Network Services shall comply with all relevant legislation, regulations, guidelines and codes of practice. Where you reasonably believe that your use fails to comply with this clause 3.3 you should inform us immediately and we reserve the right to terminate your use of the Network Services without further notice.
3.9. If you use the Network Services in breach of clause 3.3 or misuse the Network Services in any way you shall indemnify us in the event of any claim against us.
3.10. You will be responsible for preventing unauthorised use of the Network Services, maintaining the security or all systems, network elements and equipment within your (or your employee’s or contractor’s) control and ensuring the integrity and security of all passwords, log-in details and access codes for the purposes of accessing or using the Network Services or any systems, network elements or equipment.
3.11. You will comply with all security measures relating to the Network Services that have been notified to you in the Customer Agreement and Customer Security Measures Statement. We shall only be responsible for security measures that we have expressly stated to be our responsibility in the Customer Agreement or Customer Security Measures Statement.
3.12. In the event that the Network Services are used by someone else with or without your knowledge (eg unauthorised use of your telephony systems) you will be liable for all charges relating to that use. If you believe that this has occurred or that the security of your Network Services have been compromised in any way you must contact us immediately and you shall use all reasonable efforts to prevent such further use. We reserve the right to terminate your use of the Services immediately.
3.13. You may not move the Equipment or accessories without our prior written consent and, if you do so, we may (at our absolute discretion) continue to provide the Network Services but reserve the right to charge an additional fee. We shall inform you in writing if we agree to continue to provide the Network Services.
4. Changes, Interuptions or Faults to Network Services
4.1. We may have to do some things that could affect the Network Services. If we do then we will attempt to restore the Network Services as quickly as reasonably possible. These things could include, but are not limited to: (1) Interrupt the Network Services for operational reasons or in an emergency or (2) give instructions necessary for health and safety or to maintain the quality of the Network Services.
4.2. We cannot guarantee that the Network Services will be free from interruptions or will be fault free and, subject to clause 12.3 of the General Terms, we will not be liable for any losses or damage caused by interruptions.
4.3. We will investigate any fault that is reported to us according to our standard procedures.
4.4. If we agree to investigate any fault outside of normal working hours you will be liable for an additional charge that we will notify to you before carrying out the work.
4.5. If you tell us there is a fault and we find out that it was caused either by you, your employees, your equipment, line wiring, electricity supply or one of your third party contractors, we may charge you for carrying out the work.
4.6. During fault investigations we may require you to carry out tests and send us the feedback which will then be used by us to conclude our investigations.
4.7. We reserve the right to suspend provision of the Network Services in order to investigate faults or where considered necessary for any reason by us.
5. Personal Data
5.1. Please read our Privacy Policy. By using the Network Services you agree to the collection and use of your data as set out in our Privacy Policy.
6. Duration
6.1. The Contract is for the Initial Period and during that period you agree not to use any other network provider.
6.2. If you terminate the Contract before the expiry of the Initial Period or without giving the notice required under clause 7, you will be charged the remaining Service Cost. In the case of calls, a monthly average will be taken from the last 3 months call spend and you will be charged this monthly average for the remaining months of the contract period.
7. Termination
7.1. Either of us may terminate this Contract on 90 days’ notice expiring on or after the end of the Initial Period.
The Specific Terms deal with the supply to you of Cobalt Hosted Services and are a supplement to our General Terms and Conditions, which also apply to your particular contract with us.
These Specific Terms take precedence over our General Terms and Conditions.
1. Definitions
1.1. Anything defined in the General Terms shall have the same meaning here.
1.2. So as to be clear, the following words shall have the following meanings:
Connection Date: the date that your services start.
General Terms: Our General Terms and Conditions.
Initial Period: 36 months from the date the Services are provided unless otherwise stated on the Customer Agreement.
Installation: preparing and installing equipment prior to the Connection Date
Installation Costs; the cost or estimated cost detailed in the Customer Agreement
Network Operator: is the relevant Broadband or Connectivity provider
Services cost: the price payable for the Services as detailed in the Customer Agreement
2. Supply and Installation
2.1. We will use reasonable endeavours to supply the Services by the Connection Date but all timescales are estimates only.
2.2. Licences and Hardware remain our property until paid for in full
2.3. We may need to conduct surveys in order to clarify whether we are able to provide the Services in accordance with the Customer Agreement.
2.4. In the event that we need to amend the Customer Agreement due to the results of a survey we will submit an amended Customer Agreement to you prior to commencement of the Services.
2.5. The Customer Agreement will set out whether there are any Installation Costs. Where we are unable to give an Installation Cost due to third party constraints we will give an estimated cost prior to commencement of the Installation, but there may be additional costs. You agree to pay all Installation Costs and if you cancel Installation after works have commenced, you will agree to pay the costs actually incurred up to the point of cancellation.
2.6. Where we have made an appointment to visit your premises and are unable to obtain entry to the premises to carry out the Installation this will be deemed to be an “Abortive Visit” and we may charge a fee for this visit.
2.7. Subject to this clause 2, we will provide the Services as detailed in the Customer Agreement from the Connection Date.
2.8. We will notify you once the Installation is complete and you will have seven days to test the Services and inform us of any non-conformity. We will endeavour to remedy such non-conformities within two days of notification where we believe that the non-conformity has a material detrimental effect on the Services.
2.9. In lieu of a support contract, the risk in the hardware shall pass to you when we deliver the equipment to your Office or delivery is confirmed by the Carrier.
3. Your use of the Services
3.1. If we consider that your useage profile is abnormal, out of the ordinary or extremely high we reserve the right to restrict or suspend your use of the Services as we deem necessary or we may increase your charges.
3.2. We will endeavour to inform you in advance of any restrictions or extra charges on your use of the Services.
3.3. You agree that your use of the Services shall comply with all relevant legislation, regulations, guidelines and codes of practice. Where you reasonably believe that your use fails to comply with this clause 3.3 you should inform us immediately and we reserve the right to terminate your use of the Services without further notice.
3.4. If you use the Services in breach of clause 3.3 or misuse the Services in any way you shall indemnify us in the event of any claim against us.
3.5. In the event that the Services are used by someone else with or without your knowledge you will be liable for that use and shall indemnify us against any claim. If you believe that this has
occurred or that the security of your Services have been compromised in any way you must contact us immediately.
3.6. We may suspend the Services if we believe that:
3.6.1 you have not stored or handled the Equipment properly
3.6.2 you have not followed our instructions or recommendations of your Network Operator
3.6.3 you have changed your requirements or the Network Operator (or other relevant authority) requirements have changed
3.6.4 you have modified, relocated or reconfigured the Equipment without our written permission
3.6.5 you have permitted work to carried out by an organisation other than us
4. Changes, Interuptions or Faults to Services
4.1. We may have to do some things that could affect the Services. If we do then we will attempt to restore the Services as quickly as reasonably possible.. These things could include, but are not limited to: (1) Interrupt the Services for operational reasons or in an emergency or (2) give instructions necessary for health and safety or to maintain the quality of the Services.
4.2. We cannot guarantee that the Services will be free from interruptions or will be fault free and, subject to clause 12.3 of the General Terms, we will not be liable for any losses or damage caused by interruptions.
4.3. We will investigate any fault that is reported to us according to our standard procedures.
4.4. If we agree to investigate any fault outside of normal working hours you will be liable for an additional charge that we will notify to you before carrying out the work.
4.5. If you tell us there is a fault and we find out that it was cause either by you, your employees, your equipment or electricity supply or one of your third party contractor, we may charge you for carrying out the work.
4.6. During fault investigations we may require you to carry out tests and send us the feedback which will then be used by us to conclude our investigations.
4.7. We reserve the right to suspend provision of the Services in order to investigate faults or where considered necessary for any reason by us.
5. Personal Data
5.1. Please read our Privacy Policy. By using the Services you agree to the collection and use of your data as set out in our Privacy Policy.
6. Duration and Termination
6.1. The Contract is for the Initial Period. You may terminate this contract by giving at least 90 day’s written notice to expire at the end of the Initial Period or upon each annual anniversary thereafter.
6.2. If you terminate this contract and conditions other than in accordance with this clause or clause 15 of the General Terms we will charge an early termination fee for our losses. We shall calculate that fee by multiplying the number of months left until the end of the Initial Period or the annual anniversary by the Maintenance Cost per month (calculated using the most recent annual Maintence Cost divided by 12). If you have not otherwise breached the terms then we will apply a discount of 25% of the montly fee.
7. Variation in Services Cost
7.1. The Customer Agreement details the Services Cost for the first year of the Contract.
7.2. We may vary the Services Cost and shall give you at least 42 day’s notice of the increase which will apply to the Services Cost for the following year of the Contract.