STANDARD TERMS AND CONDITIONS OF
SERVICE.
Unless expressly stated by Optionbox Ltd in
writing all quotations are made and Order Forms
accepted on the following terms and conditions
1. DEFINITIONS
In this Agreement the following terms shall have
the following meanings:
(a) Administrative Charge means a monthly fee of
£5 imposed by Optionbox for handling payments
made other that by direct debit as provided in
Condition 6.3 below;
(b) Carrier Pre-Selection means the service
administered by BT which enables phone calls to
be routed through specific telecommunications
operators networks as requested by the person
renting the telecommunications line;
(c) Customer means the person or entity whose
details are set out on the Order Form;
(d) Customer Equipment means any
telecommunications apparatus or system owned
or controlled by the Customer;
(e) Order Form means a request for Services
signed by the Customer and delivered to
Optionbox;
(f) Minimum Monthly Call Spend means £0;
(g) Minimum Term unless otherwise set out on
the Order
Form means a period of 60 months;
(h) Optionbox Ltd is the supplier of
goods/services
(i) Service means the telephony services the
Customer has requested from Optionbox on the
Order Form;
(j) Service Equipment means an auto dialler or
any other data collection and call routing device
or other telecommunications equipment
Optionbox may from time to time install at the
Customer’s Premises for the purposes of
providing the Service;
2. ACCEPTANCE
2.1 The Customer may from time to time deliver
Order Forms to Optionbox under the terms of this
Agreement.
Any Order Forms shall be in such form as is
notified to the Customer from time to time by
Optionbox and Optionbox may in its sole
discretion accept orders by electronic mail.
2.2 Each Order Form shall be binding on
Optionbox only after the contract date, first
commences provision of the Service or from the
date of installation, whichever is the earlier. Prior
to acceptance the Customer agrees that
Optionbox may carry out such credit checks as it
deems necessary pursuant to Condition 7.3.
3. THE SERVICE
3.1 Optionbox 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 Optionbox will provide the Service with the
reasonable skill and care of a competent
telecommunications service provider.
3.3 Optionbox will 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
provide a fault free Service and the quality of the
Service depends on both the quality and
availability of the network to which the Customer
is connected and also on other
telecommunication networks to which the person
being called is connected.
3.4 Optionbox shall respond to any reported fault
with the Services as soon as reasonably
practicable during Optionbox’s normal working
hours and shall use all reasonable endeavours to
correct any fault within Optionbox’s control.
4. ACCESS
4.1 The provision of the Service may require
implementation of an access code(s) by:
4.1.1 reprogramming of the Customer Equipment
by the Customer where the Customer has least
cost routing employed;
4.1.2 installation of the Service Equipment on the
Customer Equipment; or
4.1.3 through Carrier Pre-Selection. Optionbox
shall select the appropriate method and advise
the Customer accordingly.
4.2 Optionbox or its appointed agent shall deliver
and install any Service Equipment required for
the provision of the Service at the Customer’s
Premises. Optionbox will take all reasonable
steps to deliver and install the Service Equipment
by such date as is advised, however any delivery
date specified shall be an estimate only.
Optionbox accepts no liability for failure to meet
the delivery date.
4.3 The Service Equipment shall at all times
remain the property of Optionbox.
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 Optionbox to do so.
The Customer will 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 Optionbox or anyone acting on
Optionbox’s behalf.
4.5 Where access to the Service is through
Carrier Pre- Selection, the Customer authorises
Optionbox to have telephone calls from the BT
lines listed on the Order Form routed by
alternative carriers instead of BT, when
necessary and to forward appropriate details of
the Customer’s application for the Service to BT.
The Customer will receive advance notification of
any change of service.
There is no charge from either BT or Optionbox
for providing Carrier Pre-Selection, however,
Optionbox’s ability to provide the Service is
subject to BT making changes to the Customer’s
BT lines. The Customer will rent its line from
Optionbox and will remain liable to Optionbox for
any line rental charges. Optionbox shall not be
bound to provide the Service until such time as
BT have accepted and processed the Carrier
Pre-Selection request.
5. USE OF THE SERVICE
5.1 During the term of this Agreement, the
Customer shall not use another
telecommunications service provider or network
operator to provide an indirect access telephony
service.
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.
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 or abusive purpose or so as
to constitute a violation or infringement of the
rights of Optionbox or any third party.
The Customer hereby undertakes to comply with
all applicable laws and regulations and all
reasonable instructions of Optionbox in relation to
its use of the Service and the Service Equipment.
5.4 Optionbox 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 Optionbox or any Service
Equipment.
6. PAYMENT
6.1 The Customer shall pay the charges for calls
made through the Service as are set out on the
Order Form. All prices are subject to increase
upon Optionbox giving not less than 30 days prior
written notice to the customer.
6.2 All sums due under this agreement shall be
paid in full by the Customer to Optionbox without
any set off whatsoever.
6.3 The Customer shall be invoiced monthly by
Optionbox for charges under this agreement plus
value added tax. Payment is due within 10
working days of the invoice date by direct debit.
The time of payment of all sums due under this
agreement shall be of the essence. If payment in
full is not received by Optionbox upon the due
date, then Optionbox shall be entitled to levy a
late payment charge at a rate of 1.5% per month
of any unpaid overdue balance. Invoices paid by
means other than direct debit will be subject to a
£5 monthly charge.
6.4 All charges payable under this agreement
shall be calculated by reference to data recorded
or logged by Optionbox and not by reference to
data recorded or logged by the Customer.
6.5 The Customer acknowledges that Optionbox
will incur cost and expense in providing the
Service and any Service Equipment and relies on
the Customer achieving the Minimum Monthly
Call Spend. Accordingly, if call charges in any
month fall below the Minimum Monthly Call
Spend, Optionbox shall be entitled to invoice the
Customer for any shortfall between the actual call
charges and the Minimum Monthly Call Spend
and the Customer agrees that any amount so
incurred represents a reasonable pre-estimate of
the loss Optionbox is likely to suffer by reason of
the Customer not achieving such Minimum
Monthly Call Spend.
6.6 Subsequent to carrying out a credit check
pursuant to Condition 7.3, Optionbox may require
a cash deposit or bank guarantee to cover
charges which Optionbox might reasonably
expect the Customer to incur under 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 Optionbox in respect of provision of
the Service.
7. PROVISION OF INFORMATION
7.1 The Customer undertakes to promptly provide
Optionbox at no cost, with all information and
cooperation as it may reasonably require to
enable it to proceed without interruption with the
performance of its obligations under this
Agreement.
7.2 Optionbox warrants to keep any data or other
information it obtains in the performance of its
obligations under this Agreement in accordance
with relevant data protection legislation and not to
use or disclose such information for any unlawful
purpose.
7.3 Optionbox 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. Optionbox and other lenders 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 Optionbox’s liability for death or personal
injury resulting from the negligence of Optionbox
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 8.1, Optionbox’s total aggregate
liability to the Customer in respect of all causes of
action arising in each calendar year in contract,
tort 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 £20,000, if
greater.
8.3 Optionbox shall not be liable to the Customer
in contract, tort or otherwise, including any liability
in negligence for any loss of revenue, business,
anticipated savings or profit or for any indirect or
consequential loss however arising.
8.4 Optionbox 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, the acts or omissions
of a third party telecommunications network
operator.
8.5 In the event of any failure in the Service,
Optionbox shall not be liable to the Customer for
any charges incurred by the Customer should the
Customer divert its traffic to another service
provider.
8.6 The provisions of this condition 8 shall
continue to apply notwithstanding the termination
of this agreement.
9. SUSPENSION OF SERVICE
Optionbox may as its sole discretion elect to
suspend forthwith 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 the Customer is in breach of any term of this
Agreement;
9.2 the Customer prevents or delays any
prearranged maintenance from being carried out;
9.3 the Customer is suspected, in Optionbox’s
reasonable opinion, of involvement with fraud or
attempted fraud in connection with the use of the
Service;
9.4 Optionbox 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; or
9.5 The Customer call charges have reached the
limit set under condition 6.6.
10. TERM AND TERMINATION
10.1 This Agreement shall start on the date that
Optionbox first makes the Service available to the
customer or the date of installation of the Service
Equipment 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 condition 10.
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 at the end of any
subsequent renewal term.
10.3 Without prejudice to their other rights under
this Agreement, Optionbox and the Customer
may terminate this agreement forthwith if:
10.3.1 the other party has committed a material
breach of this Agreement which is incapable of
remedy or in the case of a remediable breach,
the other party fails to remedy within 14 days of
having been requested to do so by the nondefaulting party; or
10.3.2 the other party ceases trading, becomes
bankrupt or insolvent or any insolvency
proceedings are begun against it including the
appointment of a receiver (including and
administrative receiver in relation to the
Customer) over any of its assets.
10.4 Without prejudice to its other rights,
Optionbox shall have the right forthwith to
terminate this agreement by notice in writing
where the Customer fails to make any payment
when it becomes due to Optionbox.
10.5 On termination of this Agreement, the
Customer shall ensure that Optionbox is supplied
with prompt access to remove any Service
Equipment supplied. Where the agreement is
terminated prior to the end of the Minimum Tern,
other than for breach by Optionbox, the Customer
shall be responsible for the cost of de-installation
and collection of the Service Equipment by
Optionbox and shall pay Optionbox £200 for the
de-installation of each multiline auto dialler
forming part of the Service Equipment.
10.6 On termination, any consequential
reprogramming of the Customer Equipment shall
be the Customer’s responsibility and at the
Customers cost.
10.7 On termination of hosted services such as
voip telephony the fees are to be calculated upon
the number of handsets on the original order
unless this has increased in which case it is the
increased number which is used and not any
reduced figure currently in use.
10.8 Where the amount of equipment has been
agreed to be reduced if it is to enable another
provider to supply a service the charge for the
service will revert to the original agreement or any
increased number whichever is greater
regardless of the number of handsets in use.
11. GENERAL
11.1 The Customer may not assign or transfer
this Agreement or any of its rights under it without
Optionbox’s prior written consent. Optionbox may
assign the benefit of any or all of its rights under
this Agreement by giving not less than 30 days
notice in writing to the Customer.
11.2 Any notice, invoice or other document which
may be given by either party under this
Agreement or by Optionbox pursuant to clause 6
hereof shall be deemed to have been given if left
at, or sent by post, email 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. Optionbox’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
Optionbox for that purpose.
11.3 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.
11.4 Failure by either party to exercise or enforce
any right under this Agreement shall not be
treated as a waiver of that right and will not
prevent that right or any other right being
exercised or enforced on a later occasion.
11.5 This Agreement and any documents
referred to in it, including, but not limited to, the
Optionbox tariff, together represent the entire
agreement and understanding of the parties with
respect to their subject matter and supersede all
prior understanding 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 Optionbox and the Customer.
11.6 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.
11.7 This Agreement shall be governed by
English law and the parties agree to submit any
disputes to the exclusive jurisdiction of the
English courts.
SALES TERMS AND CONDITIONS
1. CONTRACT
1.1 This contract is made between the party
named on the Sales Order (hereafter referred to
as “the Customer”) and either Optionbox Ltd or
Optionbox Networks Ltd (hereinafter referred to
as “the Company”) whose correspondence
address is Chartered House, 5 Axis Court,
Nepshaw Lane South, Gildersome,Leeds LS27
7UY.
1.2 The details recorded on the sales order,
together with these conditions of contract shall
form the basis of a binding contract between the
parties.
1.3 All quotations and tenders are given and
contracts made by the Company subject to and
only upon these terms and conditions which
cannot be varied, unless previously agreed in
writing by the Company and these terms and
condition supersede, and are to the exclusion of
any other terms and conditions appearing
elsewhere including any terms and conditions of
the customer and any course of dealing establish
between the Company and the Customer.
1.4 Tenders and quotations may be withdrawn or
varied by the Company at any time and unless
otherwise specified shall be deemed to be
withdrawn automatically 30 days from their date
of issue. No binding contract will in any case arise
until the Customer’s order is accepted by the
Company (and any such contract shall be
conditional upon the credit status of the Customer
being to the Company’s satisfaction).
1.5 No variation of the terms of this contract
however notified will be accepted unless
authorised in writing by a Director of the
Company.
2. SPECIFICATIONS
2.1 The Customer shall be responsible for
ensuring that any drawing, sketches,
specifications, descriptions or other instructions
supplied by the Customer or any agent or
representative of the Customer in connection with
the manufacture sale or installation of any goods
or the supply of any services are accurate and
meet the Customer’s requirement and the
Customer shall indemnify and hold the Company
harmless in respect of any liability, loss, injury,
damage, demand, cost charge or expenses
which may be incurred or sustained by the
Company by reasons of or arising directly or
indirectly out of any claim in respect of any
inaccuracy in respect of any such drawing,
sketches, specifications, descriptions or
information in relation thereto.
3. DESCRIPTION
Any illustrations, samples or descriptive material,
including drawings, specifications of weight,
capacity or dimensions and particulars of shade
shall not form part of the contract but shall be
treated as approximate only unless specifically
stated otherwise. Any savings quoted are
illustrative only.
All documents containing such illustrative or
descriptive material (as well as the copyright
therein) shall remain the exclusive property of the
Company and must not be copied or loaned or
transferred.
4. ESTIMATED TIME
4.1 The Company shall make reasonable efforts
to execute the contract within the quoted period
which period shall (unless otherwise specified)
commence from the date of receipt by the
Company of all instructions and information for
the execution of the contract, including when
applicable the arrangement of credit facilities, but
such time is not guaranteed nor deemed to be of
essence of the contract.
The estimated time for completion of the contract
by the Company shall be extended by a
reasonable period of time if there is any delay
caused by industrial dispute or by any cause
beyond the reasonable control of the Company.
The Company shall not be obliged to notify the
Customer of any such delay. Any dates quoted
by the Company for the delivery of the goods are
approximate only and shall not form part of the
contract and the Customer acknowledges this.
4.2 The Company shall not be liable for any
penalty, loss, injury, damage or expense arising
from any cause at all nor shall any such delay or
failure entitle the Customer to refuse to accept
any delivery or performance of a or repudiate the
contract.
5. DELIVERY
5.1 The Customer shall provide the Company
with any necessary instruction for the delivery
and/or installation of the goods within a
reasonable period prior to the installation date
advised by the Company to the Customer.
The goods are delivered to the Customer when
the Company makes them available to the
Customer or any agent of the Customer or any
carrier of the Customer (who shall be the
Customer’s agent whoever pays its charges) at
the Customer’s premises or other delivery point
agreed by the parties.
5.2 Risk in the goods passes when they are
delivered to the Customer.
5.3 If by reason of instruction or lack of instruction
from the Customer the installation of any goods in
accordance with the contract is delayed for 28
days after the Company has given notice in
writing to the Customer that the goods are ready
for installation the goods shall be deemed to have
been installed in accordance with the contract
and thereafter the goods shall be deemed to be
at risk of the Customer. The Customer shall pay
to the Company the reasonable cost of storing,
protecting and preserving such goods after the
expiry of such period of 28 days.
5.4 Where the goods are delivered by instalments
no default of failure by the Company in respect of
any one or more instalments shall vitiate the
contract in respect of the goods previously
delivered or undelivered. Furthermore, delay in
the installation of any instalment shall not entitle
the Customer to treat the contract as at an end or
to reject any other instalment.
5.5 If by reason of refusal of delivery or
installation the contract shall be deemed to be
complete in accordance with Clause 5.2, then
payment shall be made by the Customer to the
Company of the balance of the contract price
within 7 days.
5.6 The responsibility for the cost of connection to
the Public Switch Telephone Network (PSTN)
and/or the provision of additional line to the PSTN
lies with the Customer.
6. FINANCE
6.1 It is agreed that where the Company
approaches a finance provider to arrange finance
then the Company acts as an agent for the
Customer and not for the finance provider.
6.2 The Customer undertakes to supply all
information requested by the finance provider for
the purpose of credit vetting, including where
required, the home address of Directors, Partners
or Proprietors.
6.3 Where third party indemnities are required by
the finance provider failure to provide such
indemnities, shall constitute a breach of the terms
and conditions of this contract and shall entitle
the Company to retaining any deposit paid by the
Customer.
6.4 After the installation is completed and the
Customer has signed the Satisfaction Certificate
any failure by the
Customer to complete the finance agreement
documentation and commence payments in
accordance with the terms of the finance
agreements shall render the
Customer liable to pay the Company the whole of
the contract price (plus VAT) as defined in Clause
8.2 within 7 days presentation of an invoice.
7. TRANSFER OF RISK AND INSURANCE
7.1 Goods shall be at the Customer’s risk from
the moment of installation or deemed delivery (as
described in Clause 5) whether or not property in
the goods has passed or payment or part
payment made therefore and thereafter the
Customer shall be responsible for insuring the
goods.
8. PRICE
8.1 Cash Sales. The contract price is as stated
on the signed acknowledgement of order sent by
the Company to the Customer and is exclusive of
Value Added Tax or any other tax or duty
payable, the amount of such tax or duties shall be
added to the contract price and shall be payable
by the Customer in the same manner as the
contract price.
8.2 Finance Plans. Where the goods are supplied
under the terms of a finance agreement the
contract price is the total of the deposit plus all
the periodical instalments as defined in the
finance agreement.
8.3 Unless otherwise specified the contract price
is based on the assumption that the goods and/or
services will be installed in one continuous visit to
the site and accordingly the Company may at its
discretion at any time increase the contract price
to take account of any additional costs to the
Company (including but not limited to storage and
delivery costs) by reason of the installation of the
goods or services in more than one visit.
9. PAYMENT
9.1 Cash Sales. A deposit equal to one half of the
contract price plus VAT is required at the time of
placing the order.
The balance of the contract price plus VAT is
payable immediately upon completion of the
installation of the goods.
9.2 Finance Plans. Where payment is arranged
through a finance provider payment shall be in
accordance with the terms of the finance
agreement.
9.3 If payment of any sum payable to the
Company is not made on or before the due date,
the Company shall be entitled to charge interest
thereafter on such sum at the rate of 10% per
annum above the current base rate of Barclays
Bank such interest being deemed to accrue from
day to day and being compound on the last day
of each calendar month.
10. RETENTION OF TITLE
10.1 Notwithstanding the earlier passing of risk,
title in the goods shall remain with the Company
and shall not pass to the Customer until the
amount due under the invoice for them (including
if appropriate, interest and costs) has been paid
in full.
10.2 Until title passes the Customer shall hold the
goods as bailee for the Company and shall store
or mark them so that they can at all times be
identified as the property of the Company.
10.3 The Company may at any time before title
passes and without any liability to the Customer:
10.3.1 Repossess and dismantle and use or sell
all or any of the goods and by doing so terminate
the Customer’s right to use, sell or otherwise deal
in them: and
10.3.2 For the purpose of determining what if any
goods are held by the Customer and inspecting
them enter any premises of or occupied by the
Customer.
10.4 Until title passes the entire proceeds of sale
of the goods shall be held in trust for the
Company and shall be held in a separate
designated account and not mingle with other
monies or be paid into any overdrawn bank
accounts and shall be at all times identifiable as
the Company’s money.
10.5 The Company may maintain an action for
the price of any goods notwithstanding that title in
them has not passed to the Customer.
11. GUARANTEE
11.1 The Company shall have no liability to the
Customer for any loss or damage of any nature
arising from any breach of any expressed or
implied warranty or condition of the contract or
any negligence, breach of statutory or other duty
on the part of the Company or in any other way
out of or in connection with the performance or
purported performance of or failure to perform the
contract except:
11.1.1 for death or personal injury resulting from
the Company’s negligence; and
11.1.2 as expressly stated in these conditions.
11.2 The liability of the Company shall apply only
to defects that appear under proper use and
under conditions of operation not more onerous
than those declared to the Company and in
particular shall not apply to defects which arise
from the Customer’s neglect, misuse, faulty
maintenance of from alteration carried out without
the prior written consent of the Company or from
repairs carried out improperly by the Customer of
its servants or agents arising from normal wear
and tear.
11.3 Any repaired or new parts will be delivered
by the Company to the Customer free of charge.
Any goods which have been returned to the
Company and replaced by the Company shall
become the property of the Company.
11.4 The Company will under no circumstance
allow deductions from or set off against any sum
due to the Company and all invoices must be
paid in full. The Company reserves the rights to
charge for the cost of repairs where the damage
has resulted from misuse or unauthorised repair
or alteration of the goods by the Customer.
11.5 Neither acknowledgement or receipt nor
investigation by the Company of any claim
hereunder shall constitute or imply admission by
the Company of any liability in respect of such
claim.
11.6 In no circumstances shall the Company’s
liability exceed the contract price of the defective
goods. Liability shall attach to the Company only
if the relevant goods or services have been paid
for in full. Failure of the Customer to carry out any
of the Customer’s obligations shall relieve the
Company of any liability. Under no circumstance
shall the Company be liable in any event for
consequential loss, special damages or other
indirect loss however arising, whether or not The
Company knew or ought to have known that such
losses or damages might be incurred, including
without limitation loss of income profits, interest or
loss of markets.
11.7 Where a maintenance contract exists the
Company’s liability for repair, replacement or
renewal shall be transferred to the specified
maintenance company upon completion of the
installation.
12. TERMINATION/CANCELLATION
CONSEQUENCES
12.1 When the order has been acknowledge by
the Company as provided in Clause 1.1 it is not
cancellable except as provided in clause 12.2.
12.2 Should the Company be unable to obtain
finance on the terms originally proposed or on
other terms acceptable to the Customer then the
Company will return the deposit received from the
Customer and no further liability shall attach to
the Company.
12.3 In the event of the customer seeking to
cancel or terminate this Agreement in
circumstances when it is not entitled to do so
then the customer shall be liable to pay the
Company:-
a) all loss of profit from the date of the purported
termination/cancellation until the expiry of the
Minimum Term or the relevant renewal term;
b) all expenses incurred by the Company as a
result of such purported termination or
cancellation including wholesale costs and profit
which can be estimated based upon previous
regular bills.
c) all costs and expenses (including any legal
costs and disbursements) arising out of the
customer’s breach of this Agreement’
12.4 The Company shall be entitled to charge /
claim any and all legal costs in full in relation to
any claim which may be made due to breach of
contract.
13. MISCELLANEAOUS
13.1 Unless otherwise specifically agreed, goods
and services shall not be required to comply with
any direction, regulation or provision of any
foreign law or governmental authority, including
without prejudice to the generality of the
foregoing any direction, regulation, or provision
relating to safety.
13.2 No warranty is given by the Company that
the use of the goods for any purpose does not
infringe any British or foreign patents.
13.3 Unless otherwise specifically agreed the
Company shall be entitled to fix to any goods
legends bearing the
Company’s name and/or trademarks or other
marks.
13.4 No forbearance or indulgence shown or
granted by the Company to the Customer
whether in respect of these conditions or
otherwise shall in any way affect or prejudice the
rights of the Company against the Customer or
be regarded as a waiver of any of the conditions.
13.5 This contract shall be governed by and
construed in all respects in accordance with
English law and the Customer hereby submits for
all purposes of and in connections with this
contract to the non-exclusive jurisdiction of
English courts.
13.6 The Company has a policy of continuous
improvements to its products and service and
reserves the right to alter specification without
prior notice.
13.7 The Customer shall ensure that a suitable
earthed mains electricity supply of 240v to
Institute of Electrical
Engineers Wiring regulation currently in force is
available within 3 metres of the intended
installation location.
13.8 The Company may contract the performance
of this contract in whole or in part.
13.9 The Customer shall not at any time whether
before or after the termination of this contract
divulge or use any unpublished technical
information deriving from the contract or any
other confidential information in relation to the
Company’s affairs or business or method of
carrying on business.
13.10 The Company shall not be liable for any
failure in the performance of any of its obligation
under this contract caused by factors outside its
control.
13.11 The Company shall not be liable for any
amount over and above the agreed amounts on
this contract for the settlement of any outstanding
lease agreement on the
Customer’s existing telephone system. It is the
sole responsibility of the Customer to provide the
correct information (to the Company) regarding
the amount (net of VAT) of each payment and
how many payments there are outstanding at the
time of entering into this contract.
MAINTENANCE SERVICE CONTRACT
AGREEMENT – TERMS AND CONDITIONS
1. MAINTENANCE PERIOD AND CHARGE
The Customer shall pay the initial Maintenance
Service as specified on the face of the Sales
Order Form Agreement (“The Initial Contract
Charge”) for the “Equipment” (being the
Equipment described on the face hereof) on the
Commencement Date (“Bring Into Service or BIS
Date”) and thereafter annually on the anniversary
of the Commencement Date (“BIS Date”) unless
specified otherwise, on the face of the document.
The contract charge and any other amounts
payable under the terms of the Agreement are
exclusive of Value Added Tax or any other similar
tax levies or duties which will be added to or
charged on invoices at the appropriate rate.
Optionbox Ltd (“Optionbox”) (“the Maintainer”)
may alter the cost of service for any year
following the first full year on giving to the
Customer 45 day’s written notice. Any such
changes will be made with due regard to the
prevailing rate of inflation an any other influences,
such as the cost and availability of labour and/or
parts need to repair the equipment.
If, as a result of such price changes, the customer
decides to terminate this contract at renewal, the
termination must be in writing and be received a
minimum of 90 days prior to the annual renewal
date. Request for termination after this date will
be considered as notice for the next contract
period.
In the circumstances that equipment and/or spare
parts or skills relevant to the equipment under
cover become unavailable or obsolete, the
Maintainer may be unable to continue to offer the
service as agreed. In this event, the maintainer
will contact the Customer and inform them of the
reasons and details any possible options. If no
other options are available or acceptable to the
Customer, then it may be necessary to terminate
the contract with 60 days notice. In this event, the
Customer will be refunded the value of any whole
month outstanding on the Contract until the
normal renewal date.
The service offered and described in the relevant
Schedule of Service document will be provided to
the equipment location detailed on the front of
this Contract document and agreed by The
Maintainer.
2. ALTERATIONS
Any and all alterations to the equipment and
extensions including wiring shall be carried out to
a professional standard by the Maintainer or by
an installer authorised by the Maintainer.
Any alterations shall be notified to the Maintainer
in writing 14 days prior to the commencement of
service cover.
3. MAINTENANCE AND REPAIR
The Maintainer must be notified by the Customer
of any alterations and additions in order to
maintain cover. There may be an additional
charge to cover such alterations and additions.
Any alterations and additions must be installed to
a professional standard.
Any faults arising as a result of any alterations or
additions carried out other than by the Maintainer
or by an installer not authorised by the Maintainer
are not covered by this contract and may result in
additional charges.
4. EXCLUSIONS
The following exclusions are outside the
Maintainer service liability under the Agreement,
but may be repaired or replaced by the
Maintainer at a price applicable at the time.
a) A fault due to Customer error
b) The Equipment being subjected to abnormal
physical or electrical stress (for example
Lightning strike or power surge.)
c) The Equipment being damaged due to
accident, neglect, misuse by the Customer, acts
of God, failure of fluctuation of electrical power or
causes other than ordinary use
d) The Equipment being tampered with by the
Customer or any other party
e) Any failure or defective working of the
Equipment due to any fault, failure or change in
the electricity supply and/or Network service and
connections and/or host PABX systems
In order to ensure continuity of service, it may be
necessary to replace the Equipment at the option
of the Maintainer for any length of time at the
Maintainer’s discretion with similar equipment,
which will also be subject to the Terms and
Conditions of this Agreement.
The wiring and connections between the network
connections point and any extension socket is not
covered by this Agreement, but should be
installed in accordance with BS6701
requirements. Any underground or overhead
routes cannot be covered under this contract.
The cost of any repairs by the Maintainer to site
wiring or connection ports shall be borne by the
Customer at the Maintainer’s charges for labour
and materials at the then current rates.
Extension sockets are not covered by the
contract, but any that are found to be faulty or
damaged can be replaced with the Maintainers
standard socket and faceplate at the then current
rates.
5. CUSTOMER’S RESPONSIBILITIES
The Customer will give or procure to be given to
the Maintainer or its servants or agents at all
reasonable time’s access to the premises in
which the Equipment is situated for the purpose
of inspection, repair, adjustment, programming or
replacement. The Customer must return any
faulty or suspect equipment, replaced by the
postal exchange service. In addition, the
Customer will keep all records of Equipment,
installation details and visit reports in the Site Log
Folder supplied.
The Customer must not allow any person apart
from the Maintainer, its employees or agents to
service or in any way interfere with the Equipment
during any term of this Agreement. Any
maintenance by the Maintainer necessitated by
such service or interference shall be charged to
the Customer at the price applicable at the time.
The Customer will maintain the equipment in
good physical condition, free from moisture, dirt
and dust, in a suitable office environment and
keep the “Equipment and Site Visit Log” secure
and available for update by any visiting engineer.
In the case of data storage devices such as Call
Loggers and/or Voicemail systems, the Customer
is responsible for backing up the stored data on
the systems at a suitable frequency, and for
storing such backups safely so that system data
can be restored in the event of data loss.
Failure of the Customer to take and keep
backups may result in loss of use, and will incur
an additional charge for completely recommissioning the system in the event of data
loss.
The Customer agrees to make additional
payments that may become due during the period
covered by the contract charge, as a result of
additions or alterations to the Equipment, any
such further payment to be paid by the fifteenth
day of the month following the date of the invoice
from Optionbox Ltd.
The Customer acknowledges that it is its
responsibility to effect insurance in respect of all
risks relating to the maintenance of the
Equipment not covered in paragraph 6.
Interest at an annual rate of 4% above Barclays
Bank plc
Base Rate from time to time will accrue daily and
be calculated on a daily basis on any sum not
paid on the due date until payment is received.
The Maintainer may terminate the Agreement by
giving 30 days notice if the Customer has not
paid the amount scheduled by the due date. The
charge for any maintenance cover provided from
the due date to the cancellation date, must be
paid in full.
6. LIMITATION OF LIABILITY
The Maintainer shall not be responsible to the
Customer for any loss whatsoever arising out of
any reason beyond the control of the Maintainer
which shall include without prejudice to the
generality of the foregoing, any act of God, fire,
flood, accident, strike, lockout or stoppage of the
Maintainer’s business.
The Maintainer shall not be required to carry out
servicing beyond its normal service boundaries.
In the event of a fault being reported to the
Maintainer which is found to be a fault external to
the equipment covered, then the Maintainer
reserves the right to make reasonable additional
charges.
The Company shall have the right to cancel the
provision of Maintenance Service if it is prevented
from or hindered in providing the service through
any circumstances beyond its control including
(but not limited to) industrial action, war, fire or
prohibition or enactment of any kind, without
incurring any liability for any loss or damage
whatsoever resulting therefrom.
The Maintainer will be responsible for personal
injury to any person caused through the
Maintainer’s negligence, but apart from this shall
be under no liability for any injury, damage or loss
to any person or property whomsoever or
whatsoever whether direct or consequential
arising out of the use of the Equipment
howsoever such injury, damage or loss was
caused. The Customer hereby agrees to
indemnify the Maintainer in respect of any liability
for the damage and/or costs incurred by any
person whatsoever arising out of the use of the
Equipment.
7. GENERAL
This Agreement and any conflict arising therefrom
shall be governed by and judged by the Laws of
England.
All notices required to be given in writing shall be
sent by first class post to the last known address
of the Customer or the Maintainer address as
given above. All such notices shall be deemed to
have been served on the expiration of 48 hrs
after posting.
Either party may terminate the Agreement by
giving 30 days notice if the other party has failed
to perform any of its obligations under the
Agreement and such failure continues for a
period of 30 days under written notice thereof.
The Maintainer may if required and at its
discretion authorise an alternative maintainer to
carry out all or part of the Maintainer’s duties
under this contract. Any such alternative
maintainer will carry out these duties to an
equivalent standard as would be provided by the
Maintainer under this contract.
The Maintainer may assign this whole Agreement
to another person without serving any prior notice
to the Customer. The Customer cannot assign
any rights arising out of this Agreement without
the prior written consent of the Maintainer.
This Agreement and the relevant Schedule of
Service document shall form the whole of the
terms of Agreement between the Maintainer and
the Customer, and no variation therefore shall be
of any consequence whether prior to or
subsequent to the date of the Agreement unless
expressed in writing and signed by or on behalf of
the Maintainer and the Customer.
The construction of this Agreement is not affected
by any heading. Reference to the plural shall
include singular and vice versa.
8. DEFINITIONS
(unless specified differently in the Schedule of
Service Document)
a) Response
A response is defined as relevant remote action
or a site visit in Normal Office Hours, by the
Maintainer to diagnose and correct the fault
reported. This may be by remote access (via
Modem Link) or by telephone instructions to the
user of the equipment, or by a site visit by an
engineer.
b) Response Time
The time difference in Working Hours, between
the fault being first reported to the Maintainer Call
Centre, and the
Response by the Maintainer. Calls reported by
whatever means before 9a.m. will be treated as
received at 9a.m. that day, and calls received
after 5p.m. will be treated as received at 9a.m.
the next working day.
c) Working Hours
Being the hours between 9a.m. and 5p.m. (8
hours in total) each weekday, excluding
weekends and accepted National holidays. All
other hours are defined as out of office hours and
are not covered under a standard weekday
contract.
d) Normal Office Hours
The period between 9a.m. and 5p.m. each
weekday, excluding weekends and accepted
National holidays.
e) Fault Categories
Faults are categorised as follows: –
Code 1 Serious or total failure of the system
preventing or seriously degrading incoming or
outgoing calls.
Code 2 Fault to an extension or small number of
extensions or programming fault that results in
loss of use of some features or extension on the
system. Incoming and outgoing calls still possible
at a reduced service level.
Code 3 An appointment made in advance for a
non-urgent site visit or remote response to add,
change or remove any feature or part of the
system.
Response priority will be given to Code 1 calls,
followed by Code 2 calls.