The ‘Unified Communications and Connectivity Terms and Conditions’ forms part of the Rose Communications Group Ltd (RCG) General Terms and Conditions which is located on the Company’s Website and by request. Should the Customer have any queries regarding these Terms and Conditions or the Service please email telecoms@alfonica.com or call 020 8815 4115.

Definitions

“Bolt-Ons” means any additional bolt-ons or features (in addition to the standard tariffs) the Company offers from any Service Provider which is added to the Customer’s Telecom Services including and not limited to analogue line/multiline/ISDN2 circuit/ISDN30 circuit/broadband connectivity/HTS/SIP trunk/Leased Line connectivity.

“Additional Services” means any additional or support services or support packages the Company offers from any Service Provider which is added to the Customer’s Tariff Plan and Agreement.

“Agreement” means any analogue line/multiline/ISDN2 circuit/ISDN30 circuit/broadband connectivity/HTS/SIP trunk/Leased Line connectivity Agreement or contract with any Service Provider (as defined below) with a Customer.

“Company” means Alfonica – a trading name of Rose Communications Group Ltd (RCG). Rose Communications Group Ltd is a company registered in England and Wales with the registration number 4468350 and registered address of 92 – 94 Stamford Hill, London, N16 6XS.

“Contractual Period” means the minimum period that applies to the Agreement.

“Customer” means any organisation, company or business that wishes to purchase Goods and/or Services from the Company and accepts these terms and conditions, in addition to the Company’s General Terms and Conditions.

 “Equipment” also referred to as an item in these terms and conditions means any hardware, device or handset provided to the Customer as part of this Agreement.

“Fixed Line” is a term used which includes single analogue line, multiline, ISDN2 or ISDN30 circuits. These services are physical and digital lines respectively, which route from a Customer’s premises to the local exchange and are owned and maintained by BT Openreach.

“Live Date” also referred to as Connection Date in these terms means the date the Service goes live.

“Goods” means any products supplied by the Company to the Customer.

“Hosted Telephony System (HTS)” is a variant of VoIP (Voice over Internet Protocol) that is hosted in the cloud and requires specific HTS Equipment provided by the Company and there is no need for an onsite phone system or PBX.

“Leased Lines” is a premium internet connectivity product, normally delivered over fibre cables, which is dedicated and provides uncontended and symmetrical speeds.

“Internal Network” the local area network, network equipment, computer systems, and local cable infrastructure, including all switch variants at the Sites, to which the Service will be connected.

“Openreach” is the division of BT PLC that owns and maintains telephone cables, ducts, cabinets and exchanges that connects all businesses and homes in the UK to the primary national broadband and telephone infrastructure.

“Porting” means the process of migrating and transferring existing telephone numbers from the current Service Provider to a new Service Provider.

“Provision or Provisioning” means correctly providing the Service(s) to work within the Customer’s Site and enabling the various options the Customer has chosen.

“Service” means the telecommunication Services provided by the relevant Service Provider.

“Service Fee” monthly recurring fee for the Service which may be individual fees for individual Services or a combined fee covering multiple Services.

“Service Provider” under these Terms and Conditions refers to any analogue line/multiline/ISDN2 circuit/ISDN30 circuit/broadband connectivity/HTS/SIP trunk/Leased Line connectivity Agreement with any Service Provider.

“ Session Initiation Protocol (SIP)” is a signalling protocol used to commence, maintain and terminate voice and/or video applications. SIP is used to facilitate communication sessions via internet telephony applications, in private IP telephony systems and over internet protocol (IP) networks.

“Simultaneous Provide” refers to an analogue phone line installation, for which broadband is provisioned to go live within two (2) working days from the date of the line installation.

“Site” the location where a Customer requires the Service.

“Service Level Agreement (SLA)” is a contract between a Service Provider and the User which defines the level of service expected from the Service Provider.

“Tariff” means the tariff quoted and agreed to by the Customer for the Goods, Service and/or Additional Service, and includes the monthly Line Rental and/or Bolt-Ons, “Out of Bundle rates”, and any benefits included.

“Telecoms” for the purposes of this document, is a term that includes the following services but is not limited to, single analogue line/multiline/ISDN2 circuit/ISDN30 circuit/broadband connectivity/HTS/SIP trunk/Leased Line connectivity, offered by the Company.

“Termination Fee” means the calculation of the remaining monthly Line Rental, Bolt-Ons and/or Additional Services to the end of the Contractual Period; in respect of the early termination of each number from the Service Provider.

“User” each individual at the Customer’s Site(s) entitled to use the Service and who has their own extension.

“Working Day” any day falling on or between Monday to Friday, but excluding all UK public and bank holidays.

General

The Customer agrees they are legally set up as a business and authorised to enter an Agreement with the Company.

In addition to its own Goods, Services and/or Additional Services, the Company resells Goods, Services and/or Additional Services from various Service Providers and manufacturers of devices, software and accessories. The Customer accepts that there is sometimes a delay in the provision, information or in its accuracy in respect to availability and pricing.

The Company shall not be liable for any delay or failure in performing its obligations or failure to meet

any agreed dates under the Agreement caused by any circumstances beyond its reasonable control (including but not limited to, any regulatory or legal change).

The Company retains the right to change the charges set out in the tariff sheets at any time in line with Service Provider changes and updates. At times, these changes may be implemented without prior notification to the Customer. Whilst the Company will endeavour to publish prior notification of these changes, the Customer accepts that by continuing to use the Service and/or Additional Service, this will be deemed by the Company as acceptance of these changes.

At times, the Service Provider may, in error, not charge for a connected Service which the Company will mirror in their billing as this is an automated process. The Service Provider may rectify the billing error by invoicing the full amount at any point, as a backdated charge, which will result in the Company issuing an invoice to the Customer with these backdated charges.  The Customer accepts that when this occurs, at any point (regardless of the elapsed time), they will be liable for these charges in full.

The Customer agrees they will be charged a standard aborted visit charge, where an appointment is made for the Company or Service Provider to visit their Site, including for the purposes of a Site survey or for installation, and the visit cannot be successfully completed for any reason and where the Company or Service Provider are not at fault. Customer further accepts, rescheduled appointments following an aborted visit will be subject to new lead-times.

The Customer accepts they will be charged at the Company’s hourly rate at the Company’s discretion for additional support services, as required and agreed to in advance.

The Customer agrees to not re-sell the Service(s) to a third-party without the Company’s prior written approval or unless explicitly set out in a schedule.

The Customer accepts that it is Company policy to not provide references to external IT, cabling or door entry system technicians or similar.

Agreement and Contractual Period

The Customer agrees Service Fees will be invoiced from the Live Date, and not the date the Agreement has been signed.

The Customer understands that once an Agreement is signed the contract and commitment are fluid- the minimum Contractual Period applies and there is no cooling-off period. Should a Customer wish to terminate their Agreement, Termination Fees will apply for the remaining Contractual Period.

The Customer acknowledges that it is their sole responsibility to check their contractual obligation with their previous provider, prior to requesting a transfer of a Service or the provision of new Service with the Company. Subsequently, the Company cannot be liable for any early Termination Fees accumulated by the previous Service Provider and the Customer agrees these Termination Fees will remain their responsibility.

The Customer agrees, that upon completion of the Contractual Period, the Customer’s monthly line rental rates and call rates will increase to the Company’s out of bundle rates from the next billing cycle.

Customers with ten (10) or more employees accept the Agreement will automatically roll over at the end of the Contractual Period; for an additional twelve (12) months; unless the Customer provides ninety (90) days written notice to terminate. The earliest the Customer can provide notice is ninety (90) days prior to the end of the Contractual Period. Written notice must be provided to the Company either by email or letter sent by recorded delivery to the Company’s registered address.

Customers with less than ten (10) employees accept the Agreement will automatically roll over at the end of the Contractual Period; for a further ninety (90) days, on a rolling ninety (90) day basis; unless the Customer provides ninety (90) days written notice to terminate. The earliest the Customer can provide notice is ninety (90) days prior to the end of the Contractual Period. Written notice must be provided to the Company either by email or letter sent by recorded delivery to the Company’s registered address.

Where the Customer has connected multiple Services at different times, the Customer must accept that they will have multiple Agreements and multiple Live Dates and each Agreement will be subject to its own Contractual Period.

In the event that the Minimum Spend is not on the Service Agreement then the Minimum Spend applicable will be the sum of any fixed Service Fee plus the average value of the Customer’s call usage for the last three months of full billing.

If this Agreement or any individual Services are terminated during the Contractual Period and the Customer received free or subsidised installation, activation or provision of any other contribution towards the costs of any Services, Goods, Equipment, or third-party Termination Fees as part of the Service Fees or otherwise, then the Company reserves the right to impose a Termination Fee equal to the original cost divided by the number of the months remaining.

Where the Customer has committed to a Minimum Spend in relation to the Services and they fail to meet the Minimum Spend in any relevant twelve (12) month period, then the Company is entitled to invoice the Customer for the shortfall within ninety (90) days of the end of that period. The shortfall amount will include the Minimum Spend for that period and the accrued Service Fees relating to the Services for that period within the relevant term, multiplied by the number of months remaining.  

Service Level Agreement (SLA)

The Company’s SLA will vary depending on the type of Service(s) the Customer is connected to.

The Customer acknowledges and agrees that for the Company to ensure SLAs are adhered to in line with Company policy; the Customer will send all:

• Telecom related requests, including provisioning, amendment and support requests to telecoms@alfonica.com,
• Telecom fault queries to telecoms@alfonica.com. The Company offers a dedicated twenty-four (24) hour faults hotline which can be reached on 020 8815 4118. For queries relating to Fixed Line and connectivity, the Customer’s care level will dictate the speed at which Openreach or sub-contractor will assign the fault engineer.

The Customer accepts that emails sent or calls made directly to an individual staff member’s email address or direct dial, may result in a delay due to annual leave, absence or sickness. In order to avoid delays, Customers are advised to follow the above protocol and contact the dedicated email address and/or contact number.  

The Company will use reasonable endeavours to provide the Customer with the Service by the date agreed and to continue to provide the Service until the Agreement is terminated. However, the Company cannot be held liable for any loss or damages should the Service not commence or restart on the agreed date.

Pricing

The Customer accepts that the prices and rates quoted by any staff member of the Company or the dedicated Telecoms team, is exclusive of VAT, unless specifically stated otherwise.

The Customer acknowledges and agrees that there may be additional charges should an Openreach engineer or sub-contractor attend a Customer Site and where they deem that a charge is warranted.

The above clause extends to pre-arranged appointments, a fault or any other reason where an Openreach engineer or sub-contractor is required to attend a Customer’s Site.

Although the Company will attempt to refute the charge upon the Customer’s explicit request; the Company cannot guarantee a charge to be withdrawn and the Customer will be liable for the charges.

The Customer accepts, the Openreach engineer or sub-contractor will activate or install the Service and will perform a series of commissioning tests to ensure that the configured Service is functioning correctly. Where an engineer or sub-contractor has not attended the Site for the installation of the Service, remote testing will be performed to verify the successful Provision of the Service. On successful conclusion of the tests the Service will be deemed to be ready for use and the Company shall be entitled to invoice the Customer for the Service from this date.

The Customer will pay and be responsible for the Service Fees, whether the Service is used by the Customer or someone else. This includes all charges resulting from unauthorised or fraudulent use.

The Customer must pay each invoice the Company sends within fourteen (14) from the date on the invoice. The Customer must pay the full amount in cleared funds into the Company’s bank account, without any set-off, counterclaim, deduction or withholding, unless legally required. More detailed information in the Company’s general terms and conditions.

The Company’s preferred method of payment is via direct debit, unless otherwise agreed. The Customer must notify the Company promptly of any changes to bank details which may affect the payment of the Service Fees and charges. The Customer agrees that there will be an additional charge should they not pay the invoice by direct debit or by the due date.

The Customer understands the Company must perform a credit check on the Customer. The Customer must provide all information required to carry out a credit check and are advised that they may be required to pay a deposit, pay charges in advance or provide a guarantee as security for payment of future invoices.

The Customer agrees they are liable for any withholding taxes as well as interest and penalties on payments to the Company therefore the net amount paid should not be lower than the amount the Company invoiced.

Once the Agreement has been signed, the Customer agrees they are committed to the Minimum Spend and Contractual Period and further agrees they are entitled to these Service Fees if they achieve these commitments.

Any discount to the Service Fee specified in the Agreement only applies during the Contractual Period and shall not apply when the Customer is out of contract. The Company reserves the right to apply a charge if the Customer’s monthly amount is less than the Minimum Spend agreed.

Where the Company owes the Customer any monies, the Customer agrees the Company may offset this against any invoice before a payment is made to the Customer.

The Company may apply a credit limit to the Customer’s account and if the Customer exceeds this credit limit the Company reserves the right to suspend Services until the amount has been paid in full.

The Customer accepts there may be additional charges for elements of a Service (such as additional features, regrades, migrations or cessations) that the Customer may incur which may not be detailed in the Customer’s Service Agreement however the Customer accepts responsibility for these charges, should they occur.

The Company shall be entitled to increase the Service Fees at any time with immediate effect where the Company can reasonably demonstrate that such an increase is due to an increased cost of providing the Service caused by a third party supplier, legal or regulatory change.

Trial Periods

Where the Customer takes Goods or Service on a trial basis at full, reduced or zero charge, for a fixed period, the Customer must give the Company notice in writing to cancel the Service at the end of the trial. If the Customer fails to give the Company notice then the Company will automatically invoice the Customer for the Goods or Service at the end of the trial for the remainder of the Agreement term (or where there is no agreed term, for a minimum of twelve (12) months). For the avoidance of doubt, unless otherwise agreed in writing the Customer will be liable for all Service Fees and charges during the trial period. Should the Customer wish to cancel after the trial they must agree to return, at their own cost, any Equipment to the Company in full working order.

The Customer is reminded that should an invoice not be paid by the due date, the Company

• will charge interest,
• may restrict or suspend the Customer’s Service,
• will charge any reasonable costs the Company incurs when recovering the amount owed by the Customer including but not limited to debt collection agency and legal costs.

The Customer is requested to refer to the general terms and conditions for more detailed information.

Call Quality and Features

Service Providers will take all reasonable steps to ensure their Service is available to the Customer. The Service Providers, although strive for, cannot guarantee a fault free Service.

The Customer accepts that the Service is not fault free and may be impaired through atmospheric and geographic conditions, both scheduled and unscheduled maintenance, acts of war, terror and acts of God.

The Customer acknowledges that the Company cannot take responsibility nor liability for any problems surrounding broadband stability, call quality or features.

Customer Responsibilities

In order for the Company to provide the Service, the Customer must:

• prepare the Site(s) and its Internal Networks in accordance with the guidelines provided. Engineers and sub-contractors may refuse to install Equipment if they perceive a hazard or risk,
• provide full access to their Site(s) and Internal Networks and ensure office and technology facilities are available as necessary to provide the Service,
• provide a suitable operating environment for the Equipment in accordance with manufacturers operating instructions,
• provide the Company’s engineer, Openreach engineer or sub-contractor with relevant information and documents as required for the proper performance of the Services,
• co-operate with the Company and comply with any reasonable requests made, to help the Company provide the Service,
• ensure that if the engineer or sub-contractor requires someone else’s permission to cross, put their Equipment in, or make an installation on their premises, the Customer must get that permission for the Company or the Service Provider to make any necessary arrangements. The Company will not be liable for any loss or damage where this permission is not obtained, and the Customer agrees to pay any costs actually incurred,
• obtain all third party consents, licences and rights which are reasonably required to allow the Company, Openreach engineer or sub-contractor to provide the Service and be responsible for complying with applicable laws, statutes, regulations and codes of practice, including:
• Making alterations to buildings
• Gaining access to property
• Dealing with local authorities, landlords or owners
• Installing the Company Equipment or purchased Equipment
• Using the Service over the Customer’s Internal Network or at a Site.
• add adequate security and virus checking procedures to all computers and provide the Company, Openreach engineer or subcontractor with access,
• have sufficient bandwidth to use the Service,
• install a router at the Site(s) if the Customers Service includes a broadband connection or Leased Line circuit. The Customer accepts liability for any failure this installation may cause,
• keep full and up-to-date secure backup copies of the data on the Internal Network in accordance with good industry practice,
• must ensure they have adequate resilience in place to protect against any loss of data, Service or connectivity; this includes a separate power supply for IP handsets. The Customer acknowledges the Company will not be liable for any loss or damage (financial or otherwise) should the Customer fail to do so,

• comply with and maintain compliance with all laws and regulations that relate to the provision of telecommunications and other products or Services supplied by the Company,
• must be responsible for putting items back and for any necessary re-decorating after the work has been completed,
• acknowledge that some Services may be subject to availability and where an ordered Service is not available for any reason the Company or Service Provider reserves the right to provide an alternate Service which may result in different Service Fees. Where an alternate Service is not available the Company or Service Provider will make reasonable attempts to advise the Customer of this before progressing with the Order- this includes for international Services.
• keep any usernames, passwords or pin codes the Company provides to use any of the Services private. The Customer is liable for all charges associated with the use of all usernames, passwords and pin codes to access the Services. Should the Customer fail to notify the Company of any compromise in security, then the Customer will remain liable for all Service Fees incurred in accessing the Services. Where the Company has disabled access following a compromise in security, the Company shall provide the Customer with new usernames, passwords or pin codes as appropriate,
• inform the Company of any changes to any of their personal details including but not limited to contact names, telephone numbers, email addresses, Site addresses or billing addresses. The Company shall not be liable for any consequence of having incorrect details unless due to the Company’s negligence.

Misuse Of The Services

The Customer must:

• not allow any unauthorised person or third party to access or use the Equipment and/or Service, and shall take all reasonable security precautions to avoid unauthorised access, use of, adding to, modifying, or interfering with in any way, the Equipment and/or the Service,
• not use the Service in any way that would constitute or contribute to the commission of a crime, tort, fraud, or other unlawful activity,
• warrant that any material and/or communication received, transmitted, hosted, or otherwise processed using the Service will not be menacing, junk mail or spam, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be actionable or in violation of any rules, regulations, or laws to which the Service is subject, and will not infringe the intellectual property rights of the Company or any third party,
• agree they will fully indemnify the Company for all costs, claims, demands, expenses, and liabilities arising out of, or in connection with, any claim that the Service (or its use) infringes any laws and any breach or suspected breach of these clauses,
• accept that their use of the Service must comply with all relevant legislation, regulations, guidelines and codes of practice and that the Company or Service Provider will not be liable where the Customer’s use of this Service fails to comply. Should the Company or Service Provider reasonably suspect that the Customer’s use of a Service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice then the Company or Service Provider reserve the right to suspend or terminate such Service with immediate effect,
• agree that should they not comply with the Company’s acceptable use policy or compliance obligations, the Customer will be liable for any claims, losses, costs or liabilities that incurs as a result. In addition, where a serious breach of the acceptable use policy or compliance obligations has occurred, the Company may report the Customer and provide information or data to the relevant law enforcement agency,
• must agree not to use the Service in a way which (in the Company’s reasonable opinion) brings the Company’s name into disrepute, or which places the Company in breach of its legal or regulatory obligations. If a claim is made against the Company because the Services are misused in these ways, the Customer must indemnify the Company in respect of any sums the Company are obliged to pay and/or costs the Company incurs. The Company will take action following legal advice.

Service

The Company and their Service Providers will take all reasonable steps to ensure their Service is available to the Customer. The Service Providers, although strive for, cannot guarantee a fault free Service. By entering the Agreement, the Customer accepts their Service may be interrupted or suspended for reasons listed below, but not limited to:

• an operational reason in accordance with the Service level or because of an emergency,
• changing the code or phone number or the technical specification of the Services for operational reasons,
• because of a regulatory or legal change,
• the Company providing instructions necessary for health or safety or to maintain the quality of the Services supplied to the Customer,
• if the Service Provider must oblige to comply with an order, instruction, or request from a court, government agency, emergency service organisation, or other competent administrative or regulatory authority, requiring suspension to the Service,
• where it is found that the Customers’ use of the Service may damage or disrupt the proper functioning of the infrastructure and/or Equipment used to provide Services to other customers,
• where there are reasonable grounds the Customer is in breach of their responsibilities, and either failed to remedy the breach or failed to demonstrate to the Company or Service Provider, to their reasonable satisfaction, that no breach took place within twenty-four 24 hoursf being issued with the written notice of the suspected breach,
• within ten (10) Working Days of written notice of the suspected breach, where a suspected serious breach is likely to cause serious damage to the Company or Service Provider or that of the Company’s contractors, which may result in legal action by a third party,
• where an undisputed invoice (or part of an invoice) is not paid by the due date and the Company or Service Provider has issued notice of non-payment,
• the service level obligations will be excluded for the period of the suspension. Suspension of the Service shall continue for as long as the circumstances or breach continues until termination.

Provision Of Service

The Company will use reasonable skill and care in providing the Services.

During testing, the Customer may notify the Company by email or telephone of any material non-conformity of the Service. To the extent that such non-conformities will have, in the Company’s opinion, a material detrimental effect on the Service, the Company will use its reasonable endeavours to remedy such non-conformities.

The Customer agrees to not unreasonably delay installation of any Service for any reason. Any delay to the installation will not invalidate the Agreement and the Company reserves the right to invoice the Customer for the Tariff and/or Minimum Spend after giving the Customer written notice and the Customer will remain liable for all Service Fees for the Contractual Period.

Services may be subject to acceptable use policies and fair use policies which at the time of application will be the latest version. Where any fair usage is exceeded, additional charges will apply.

The Customer agrees that some Services variants may be subject to availability and where an ordered Service is not available for any reason the Company reserves the right to provide an alternative Service variant for which the Customer may incur different Service Fees. Where a Service variant is not available the Company will make best endeavours to advise the Customer of this before progressing with their order.

Some international Services may be subject to a third party service supplier accepting an order from the Company. Where the third party service supplier does not accept the order, the Company reserves the right to cancel the ordered Services, provided the Company uses all reasonable efforts to mitigate a cancellation. In addition, should there be a change in any international regulation which would prevent the Company providing international Services, the Company reserves the right to cancel the ordered international Service.

For the avoidance of doubt, the Customer may not resell the Services even if utilised by an associated company of the Customer and the Customer shall remain fully liable for all Service Fees, costs and charges.

Equipment

Where Equipment is provided as part of a monthly Service Fee or is not paid for in full, the Company reserves the right to request return of the Equipment at the Customer’s cost.

Equipment requested after the initial Agreement, which was not discussed with original Agreement, will be subject to standard retail rates regardless of the structure of the original Agreement, for example free or subsidised Equipment.

The Customer agrees to return Equipment to the Company on Termination of the Agreement.

The Customer agrees that:

• all Equipment will be housed in accordance with the Company, Service Provider, engineer or subcontractors’ instructions,
• Equipment shall be kept at the Customer’s premises and stationary at all times,
• they will not add, modify, relocate, reconfigure or in any way interfere with the Equipment,
• they will not cause the Equipment to be removed, repaired, serviced or otherwise attended to except by authorised representatives,
• they will not remove, tamper with or obliterate any words or labels from the Equipment of any parts thereof,
• they will not use the Equipment except in accordance with the written instructions which may be provided by the Company, Service Provider, engineer or subcontractor from time to time.

Equipment Maintenance

The Customer shall be responsible for all maintenance of the Equipment.

The Company does not give any warranty condition or undertaking as to the state of Equipment other than that the configuration work will be performed correctly.

The Company shall use reasonable endeavours to pass on to the Customer the benefit of any manufacturers’ warranties in relation to Equipment.

The Customer acknowledges and agrees that full risk of damage to, or loss of Equipment shall pass to the Customer on delivery.

The Customer agrees to obtain appropriate insurance against any damage to, theft, loss of the Equipment.

The Customer agrees they will notify the Company immediately if they find any Equipment to be defective. The Company will complete an investigation and if any Equipment has been deemed as defective, the defective Equipment, which falls within the manufacturers’ warranty, will be replaced.

Should the Customer replace the faulty Equipment with their own  Equipment, this should be equivalent to the original’s functionality and performance, and be approved by the Company in writing. It is the Customer’s responsibility to reconfigure any replacement of the Equipment to the same or equivalent configuration as the original at the Customer’s own cost. The Company or Service Provider can in certain circumstances provide this as a “professional service” at its standard rate.

Under this Agreement, any impact on the Service caused by substandard performance or non-availability of any Equipment provided by the Customer shall be excluded from the Company or Service Provider service level obligations.

Sale Equipment

Risk will pass to the Customer on delivery of the sale Equipment. It is the Customer’s responsibility to look after the sale Equipment and the Customer will have to pay if they wish to replace or repair the Equipment that is lost, stolen or damaged.

The Customer will not own the sale Equipment until they have paid the Company in full.

The Company reserves the right to request the return or collection of the sale Equipment, at the Customer’s cost, should the Customer not pay the Company in full, by the due date. Subject to the foregoing, the Customer will be entitled to continue to use the sale Equipment after expiry or termination of this Agreement.

Unless otherwise agreed, the Customer will be responsible for installing the sale Equipment. The Company will not be liable for any loss, costs, damages or faults caused by, or repairs required as a result of, installation or misuse of, or damage to, any sale Equipment. The Customer agrees to indemnify the Company for all claims, losses, damages and expenses that are brought against or incurred by the Company, or arising as a result of the same.

Rental Equipment

The Customer agrees the rental Equipment will remain the property of the Company. The Customer will not let, sell, charge, assign, sub-license or allow a third party to use the rental Equipment nor remove any labels, and shall not prejudice the Company’s rights in the rental Equipment in any way.

The Company may replace the rental Equipment from time to time to a specification that is at least equal to the rental Equipment originally supplied, provided the change does not materially disrupt the Provision of the Services.

The Company or Service Provider will, when agreed, install the rental Equipment at the Customer’s premises at a time and date agreed and will use reasonable endeavours to repair any faults to the rental Equipment in accordance with the its standard procedures.

It is the Customer’s responsibility to look after the rental Equipment while in their possession and the Customer agrees to pay for the rental Equipment to be replaced or repaired if it is lost, stolen or damaged.

The Customer agrees they will notify the Company promptly of any faults or repairs which become necessary, and of any loss, theft or damage to the rental Equipment.

The Customer agrees they will only use the rental Equipment in conjunction with the relevant Services and shall comply with the Company or Service Provider’s reasonable instructions in relation to its use.

It is the Customer’s responsibility to obtain and, where appropriate, pay for all necessary licenses, consents and approvals required for the installation and use of the rental Equipment. Furthermore, the Customer’s insurance policy should adequately cover the rental Equipment while it remains in the Customer’s possession and custody.

The Customer will not (or allow anyone else) to repair, alter, modify, maintain, or make any additions or attachments to, the rental Equipment without the Company’s prior written consent. The Company will not be liable for any costs or charges incurred, faults caused by, or repairs required as a result of, installation or programming of rental Equipment that is carried out by any other person (other than the Company or Service Provider’s engineers or sub-contractors). The Customer agrees to indemnify the Company for all losses, damages and expenses that are brought against or incurred by the Company, arising as a result of the same.

On expiry or termination of the Agreement or the Service, all rental Equipment must be returned to the Company in good condition, subject to reasonable wear and tear. The Customer agrees that should they fail to return the rental Equipment in a good condition or at all, the Company may invoice the Customer for a sum equal to the original retail value of the rental Equipment, less any depreciation, together with any costs reasonably incurred by the Company.

The Customer accepts they must return the rental Equipment by insured, recorded and signed for delivery to the Company. If the rental Equipment for whatever reason has not been physically received by the Company, in the absence of reasonable evidence that the rental Equipment has been delivered, the Customer accepts they shall remain liable for the rental Equipment.

Repairing Faults

The Company will investigate any fault reported according to its standard procedures for the Service in question. The Company will use all reasonable endeavours to repair any fault reported and which is directly caused by the Company or its employees, engineers or sub-contractors.

Where the Company has agreed to work on a fault outside the hours covered by its standard procedures, the Customer will be liable to pay the Company an out of hours charge at the applicable rate.

Where the Customer has reported a fault in a Service and upon investigation the Company finds that there is no fault or that the Customer, someone at their premises or a third party (including, without limitation, another Network operator or communications supplier) has caused the fault or the interruption in Service, the Company may charge the Customer for any work it has done to try to find the fault or to repair it.

The Company cannot be held liable for any loss or damages arising from a fault or interruption in Service, and in addition the Company is not responsible for fixing any faults.

During any fault investigations, the Company may require the Customer to carry out tests and will require feedback regarding the results of these tests to allow the Company to follow its standard procedures and conclude their investigations.

Hosted Telephony System (HTS)

It is the Customer’s sole responsibility to ensure all relevant cabling and data points are in place prior to the Hosted system going live.

It is also the Customer’s responsibility to check and ensure they utilise the correct wattage and voltage power supply unit (PSU) for all their HTS Equipment including but not limited to Yealink, Polycom, Cisco and Grandstream.

The Customer accepts that their Internal Network can cause limitations to the HTS service and is the Customer’s responsibility to deal with these issues to achieve a faultless service.

Whilst the Hosted Service supports calls to emergency services such as 999 and calls made to these numbers will be routed to emergency agents, the Customer acknowledges these Services do not operate in the same way as PSTN fixed line and therefore calls may not be possible when there is a Service outage caused by loss of connectivity to the internet. Customers are advised to operate a separate line to make emergency calls. Furthermore, it may on occasions not be possible for emergency services personnel to identify a Customer’s location and telephone number so this information should be stated promptly and clearly when making an emergency call.

Post the Provision of HTS, the Customer may notify the Company by email or telephone of any material non-conformity of the Service. Where there are, in the Company or Service Providers opinion, a material, detrimental effect on the Service, the Company will use its reasonable endeavours to remedy any non-conformities.

All Equipment provided by the Company are provided with the specific Service Provider settings pre-configured. The Company does not offer a service to unlock Equipment or remove these settings during or at the end of the Agreement.

The Customer agrees that:

• Hosted seat rental is a contractual product and the Customer will be billed for the Service from the date of Provision on the Agreement regardless of whether the Handsets have been received,
• the billing takes in to account the time to setup the system according to the Customer’s individual requirements,
• they can upgrade the Hosted seat rental tariffs at any time by providing written notice to the Company by email or by post to the Company’s registered address. The upgrade will take effect in the next billing month,
• they cannot downgrade the HTS tariffs at any time during the Contractual Period,
• they cannot decrease the number of HTS seats or Users until the end of the Contractual Period,
• if they did not opt for a maintenance package, they will be charged on an ad-hoc basis for programming and configuration amendments and requests,
• only one Hosted tariff can be applied for Users to communicate internally, subsequently the seats or Users of a single company cannot be provisioned on different tariffs, unless the Customer understands and accepts Users under each tariff will not have visibility and internal communication with Users on a secondary tariff, or unless, specifically agreed with the Company at the time of sale.
• exporting a number will be charged at forty nine (49.00) pounds per number. In addition, numbers originally connected as a range may be considered as single numbers and charged on a per number basis when exported,
• the unlimited tariff (per seat, per month), includes 2,000 combined minutes which will be allocated to each User for calls to prefixes 01/02/03/07, the inclusive minutes to 07 prefixes being limited to the four major mobile Networks; Vodafone, EE, O2 & Three, and a further fair usage policy will apply to 03 prefix calls,
• irrespective of Hosted Tariff, a fair usage policy is applicable to 03 numbers, limited to 300 minutes per seat per month. On the LITE tariff, the charge shall be increased from the standard account non-geographical rate, as of the breached usage and above. Whilst similarly on the unlimited tariff, the charges shall commence as of the minute exceeding 301 of the fair usage policy and onwards.
• they are liable for ensuring that ‘music on hold’ and music for advertisement purposes are royalty free, unless relevant rights have been purchased,
• any recordings provided to the Company to be uploaded to the HTS solution, should be sent in WAV format,
• if they breach the fair usage policy they shall be charged the below listed rates, on a per minute basis. UK Local & National (Geographic) calls: £0.01 per minute. UK Local & National (Non-Geographic) calls: £0.02 per minute. UK Mobile calls: £0.029 per minute. The Company reserves the right to increase these rates in line with increases by the Service Provider,
• manufacturers specifications provided by the Company for the Hosted Handsets including Polycom, Yealink and Cisco may not include all the listed features due to extensive pre-configuration prior to shipping the Equipment to the Customer.

Porting for HTS

The Company can allocate up to three hundred (300) numbers to a Customer within three (3) working days of request. Where this number is exceeded, Customers agree that this might take time as the Company will need to provide justification.

Customers acknowledge that for new number ranges to be built and tested over all major UK Service Providers, the average lead time is two (2) months for a geographic range from all information required being made available and four (4) months for an NGCS range.

030 numbers are specifically designated by Ofcom for use by public sector bodies and not for profit organisations.

034/037 numbers have supplied to specifically replace 084/087 variants. These will only be allocated to the company who owns the corresponding 08 variant or who can provide proof the Customer is in control of the corresponding 08 variant.

Numbers are split into 2 categories:

• inbound Services – which are single number allocation requirements
• IP products – which are single number or consecutive blocks requirements.

The Customer agrees that if the reserved number(s) are not used within three (3) months, the Company must return the number(s) to the Service Provider and the Company may not be able to reallocate these numbers at a later date.

The Customer acknowledges that where numbers have been reserved (but not live) for inbound services can only be transferred to IP products by the Service Provider and will incur a simple number selection charge.

The Customer agrees that IP products allocations can only be linked with an Agreement stating the area code and quantity required. Once the Agreement has been confirmed, the Service Provider will supply the next available number or block of numbers to the Company and will confirm the Provisioning lead time.

The Company cannot provide golden numbers within its geographic ranges.

The Customer acknowledges and agrees that in a 1k or 10k block the numbers ending 081 or 7081 is Provisioned on a test announcement system. Where these numbers have been allocated to a Customer, by default, these numbers will be Provisioned in this way and are not part of the allocation unless the Customer explicitly requests this from the Company and the Customer notes and accepts the risks associated with not having this facility.

In situations where the Company has agreed to update the emergency services database on behalf of the Customer, the Company does not accept any liability for the accuracy of this information.  The Customer will be charged additional setup charges and lead times may apply. For the avoidance of doubt, the Company acts only as a facilitator of uploading 999 information on behalf of the Customer and it is the Customer’s responsibility to provide and maintain the information. The Company takes no responsibility for the records submitted.

The Customer is advised to contact the Company for up to date charges for porting geographic numbers.

Where the Customer has requested the transfer in a normal working weekday evening, there is a charge of two hundred and ninety-nine pounds (£299.00) per successful order and four hundred and fifty pounds (£450.00) per successful order on a Saturday.

The Customer agrees the Company has the right to charge twenty pounds (£20.00) per number port order rejection where an order is rejected by the losing Service Provider due to incorrect or missing information.

The Customer agrees the Company has the right to charge thirty-six pounds and twenty-five pence (£36.25) per successful change or emergency restore.

Where the Customer is deploying what the Company perceives as a complex solution and requires out of normal business hours technical support centre, the Customer will be charged five hundred (£500.00) per day. Any charges for number portability i.e. involving an external network are excluded.

The Customer accepts that the Company has the right to charge the Customer where they have ported a number to the Company which already has a directory listing. The current Service Provider may not charge, however when the number is ported this will result in a charge to the Company. Should the Customer prefer to not have directory listings in place when they port, they must contact their current provider to cease this before porting, to avoid incurring a charge.

The Customer must notify the Company should they wish for a directory entry, this is not automatic. Similarly, the Customer must notify the Company in writing to cease a directory entry.

The Customer must notify the Company immediately where a number has permanently changed address details so the Company can update the emergency services database.

The Customer acknowledges that where a number has been ceased or passed back to the Service Provider, the typical number quarantine period is three (3) months, during which time the following actions will be performed:

• Removal of any product specific routing,
• Removal of any DQ or 999 details (a historical copy will be kept),
• A bar preventing that number(s) being reserved to another Customer’s account.

The Service Provider reserves the right to reduce this quarantine period to one (1) month where number supplies are low in highly requested areas.

A one-off divert charge for the divert feature and inbound call divert charges will be incurred during the Porting process.

Single Analogue Phone Lines/Multi-lines/ISDN2 & ISDN30 Circuits

The Company has a direct agreement with (BT) Openreach. An Openreach engineer or Openreach sub-contracted engineer maintains the BT Openreach telephony infrastructure throughout the UK.

The Customer acknowledges that the installation, Provision and Site visit for some of the Services the Company re-sells will be handled by an Openreach engineer or subcontracted engineer. These Services include analogue phone lines, multi-lines, ISDN2 and ISDN30 circuits.

The Customer accepts that Openreach are not customer facing and the Company’s support team will facilitate communication with Openreach in respect to Provisioning, amendments, faults historical or on-going relating to the Customer’s Service or Site(s).

The Customer further accepts that Openreach  will ‘switch off’ its PSTN and ISDN Network by 31^st December 2025 and any Services within this category will no longer function after this date.

The Customer acknowledges that Openreach has issued a national ‘stop sell’ for September 2023 for all UK Openreach exchanges, nationwide and certain exchanges are bound to earlier ‘stop sell’ dates. Customers who have the Service will be able to continue using it until the Service is withdrawn.  

Customers with PSTN or ISDN Services are encouraged to contact the Company to discuss how to future-proof their Services in advance of the ‘switch off’ date to ensure limited disruption.

The Customer accepts the Company can by default provision fixed lines on a care level 4 without prior notice.

Openreach Standard Appointment:

Openreach offer AM or PM timeslots for installation/amendment/fault appointment(s).

• AM appointment – an engineer can attend Site between 8:00am and 1:00pm*
• PM appointment – an engineer can attend Site between 1:00pm and 6:00pm*

*The Customer acknowledges that should they receive a late appointment either 1:00pm or 6:00pm, this means the engineer will arrive at this time and then commence their tasks.

Openreach  More Focused Appointment (MFA):

The potential MFA appointment slots are listed as follows.

• Late Morning – an engineer can arrive between 10:00am to 12:00pm
• Early Afternoon – an engineer can arrive between 2:00pm to 4:00pm

The Customer accepts that if they select an MFA appointment, they will be charged thirty-nine pounds (£39.00) for the appointment in addition to the installation rate agreed.

The Customer acknowledges that MFA appointments cannot always be scheduled and they must request these appointments prior to the provision of the Service, otherwise an appointment amendment fee will be incurred in addition to the MFA fee.

The Customer agrees that Openreach can levy additional charges above that of a standard installation (circa an hour onsite) where engineers attending the Site have overrun.

The Customer accepts that despite the Company requesting an Openreach engineer to call the Customer prior to attending the Customer’s Site for an installation or fault, scheduled or otherwise, this is not always the case as Openreach do not commit to their engineers or sub-contracted engineers to call Customers.

The Customer agrees they will incur a missed appointment charge should an Openreach engineer attend the Site and the Customer or representative is not present. In addition, the appointment will be re-scheduled for the next available date in accordance with standard lead times.

Openreach do not entertain update requests relating to engineer attendance for a scheduled appointment until one hour prior to the relevant timeslot.

The Customer agrees the Company, Openreach engineer or subcontractor may need to visit the Customer’s Site to carry out tests. Whilst the Company will liaise with the Customer regarding the appointments, Openreach or subcontractors may also contact the Customer. The Customer further agrees that the Company is not responsible for any internal wiring, additional phone sockets or extension cables.

The Customer acknowledges the Company will notify them if the ordered Service cannot be activated or only partially activated. Should this occur, Company will end the Agreement.

The Customer accepts they may temporarily lose Service during the activation process.

Provision – Analogue Phone Line (PSTN Line)

The Company will Provision the Service within two (2) Working Days of receiving the signed Agreement from the Customer.

The Customer accepts that whilst the standard lead time for an Analogue Phone Line (PSTN Line) installation appointment is ten (10) Working Days, this is dependent on Openreach’s resource availability as well as the local engineer’s availability.

The Customer accepts that despite the Company attempting to adhere to the Customer’s specific installation date and timeslot preferences, this may not be always be possible. At times Openreach’s systems automatically amend the date requested and any date and/or timeslot request thereafter shall result in an amendment fee which will be charged to the Customer.

The Customer acknowledges they must ensure that adequate access is provided to the corresponding BT Openreach Distribution Point (DP).

PSTN/ISDN Faults and Charges

Should the Customer log a phone line or broadband  fault with the Company, and an Openreach engineer is dispatched to the Site, a charge will be incurred if a non-Openreach fault is found.

If a fault is found to be external (outside the Customer’s office or premises), however logged as an internal fault from Openreach’s perspective, a charge will be incurred. An example of this would be where the Customer’s office or premises are in a serviced office block and the fault has been found internally in another office within the serviced office block.

The Customer agrees that should the BT Openreach DP (Distribution Point) be located at the Customer’s premises, they will grant access to the DP for SAL/ISDN installations; if access is not provided, a charge may be incurred.

The Customer acknowledges that a change of address of a PSTN/ISDN line will incur a new installation charge and the existing number can only be retained should the PSTN/SAL be within the same exchange, or the ISDN lines are within the same unit and cluster.

The Customer accepts that a one-off divert charge for the divert feature and inbound call divert charge will be incurred during the Porting process.

Broadband Connectivity

The Customer agrees that should they decide to install their own router at the Site(s), the Company, Service Provider or sub-contractors will not be liable for failure to meet any dates due to the delay in the installation of the router.  

The Customer agrees they will ensure there is compatibility between the connectivity type,  bandwidth and router/modem capability. As an example, G.Fast Fibre requires a specific router.

The Customer agrees that Openreach can levy additional charges above that of a standard installation (circa an hour onsite) where engineers attending the Site have overrun.

The Customer accepts that the Company by default can provision Broadband Connectivity on an enhanced or premium care level without prior notice.

The Service Provider or its sub-contractors will maintain the Service to the Service demarcation point.

Where the Company and/or Service Provider has agreed the Customer may use their own router for the Service, the Customer agrees that all responsibility and liability for the Equipment remains with the Customer.

Customers will be charged for a Site visit if the Company, Service Provider or its sub-contractors visits the Customer Site due to a fault, which is later found to be caused by Equipment not provided by the Company and/or Service Provider, plus any additional costs incurred as a direct result.

The Customer accepts that should their bandwidth usage profile be abnormal or out of the ordinary (including extremely high levels of bandwidth use in a given period), the Company has the right to take appropriate action which may include, without limitation, restricting or suspending the Customer’s use of the broadband connectivity Service, or increasing the Service Charges.

The Customer agrees provide a secure, continuous power supply at the Site for the operation and maintenance of the broadband service and will provide back-up power with sufficient capacity to conform to the standby requirements of the applicable British standards.

The Company will make reasonable endeavours to inform the Customer in advance if restrictions are imposed on the Customer’s use of the Service.

The Customer accepts that:

• where any data Service requires a PSTN line for Service delivery, the line should have a minimum care level 4 maintenance care,
• a Service will cease automatically if the underlying PSTN line is ceased, however the Customer will remain liable for any Service Charges for the remainder of the current Contractual Period,
• any internal line shift carried out on the underlying PSTN line supporting the Service may impact on the speed (either slower or faster speed).

Although the Company specifies simultaneous provide, the Customer acknowledges that this mode of Provision is not always guaranteed.

The Customer can upgrade their broadband package after the connection has gone live and during the Contractual Period, however a one-off charge will be incurred. Furthermore, the Customer agrees that their recurring monthly fee will be modified for the remainder of the Contractual Period.

For ADSL, FTTC, converged ADSL, converged FTTC, annex M, assured Services and bonded broadband connections, the cessation request requires a ninety (90) day written notice period prior to the end of the Contractual Period.

All broadband connections, excluding bonded connections, will incur an additional Termination Fee of forty-nine (£49.00) pounds per line, regardless of whether the connection is under contract or not.

Change of address of an ADSL connection within the same exchange will not incur an early Termination Fee, but a forty-nine pound (£49.00) cessation fee shall be levied.

Change of address of an ADSL connection to a different exchange will result in early Termination Fees, in addition to the forty-nine pounds (£49.00) cessation fee.

FTTC and FTTP fibre broadband connections cannot be moved to another address – whether within the same or different exchange. The Customer will incur early Termination Fees should they move premises before the Contractual Period has ended.

Customers opting out of an unlimited broadband tariff do so at their own risk as they will be charged for going over their allocated bundle. Furthermore, the Customer acknowledges that no warning notification will be received.

The Cisco router is an essential part of an assured broadband or converged broadband connection and any reference to an assured or converged connection by default includes the Cisco router.

Assured broadband is a specialised broadband product which facilitates a dedicated IP circuit into the Customer’s business and delivers voice calls at the highest quality.

A router is required for all circuits using the Company’s assured IP Service. The Company will deliver the router to the Customer’s address or to a specified alternative address. The Customer acknowledges that the router is remotely managed by and remains the property of the Company. If a router is not returned to the Company on termination of the circuit for which it was supplied, the Company shall be entitled to invoice the Customer for the router at the Company’s standard charge and the Customer is obliged to pay the invoice in accordance with this clause.

Where a fault reported is deemed to be caused by a router provided by the Company, the Company  will replace this as long as the current router is within its warranty period. A new router will be dispatched as soon as possible, pre-configured with the User name and password and any IP address requested on the original order. A charge for the new router will be raised and only credited back on receipt of the original faulty router. If the router is outside the warranty period, the Company will provide a new router and the new router will be chargeable in accordance with the tariff applicable at the time.

The Customer may use their own router if previously approved with the Company or Service Provider. The Customer accepts they will be responsible for repairing, maintaining, and replacing any Equipment that no longer operates in accordance with its manufacturer’s specifications at their own cost.

The Customer accepts and agrees that:

• except IP addresses expressly registered in the Customer’s name, all IP addresses and domain names made available with the broadband service will remain the Company’s or Service Provider’s,
• all rights to use IP addresses or domain names will cease on termination or expiration of the broadband service,
• it is their sole responsibility to check that a domain name is available and approved for use by the applicable regional internet registry and the Company has no liability for any failure in the domain name registration, transfer or renewal process,
• they are the owner of, or authorised by the owner of, the trademark or name that they wish to use as a domain name,
• they will pay all fees associated with registration and maintenance of the domain name and will reimburse the Company for any and all fees paid to any applicable internet registration authority and thereafter pay fees directly to the applicable internet registration authority,
• they will not own any telephone number related to the broadband service and, apart from the Customer’s right to number portability where the Customer can change communications provider, all the Customer’s rights to use the telephone numbers will cease on termination or expiration of the broadband service.

Connectivity Backup Services

The Customer accepts:

• the set-up of the backup Services is solely placed on their own IT department and the Company cannot be held liable for any failures or faults that may arise ,
• that the broadband backup Service requires a PSTN line provided by the Company or Service Provider and clear of any other Broadband Services for service delivery. This line must also be located within two (2) metres of the ethernet termination point and router location,
• that unless otherwise specified in writing, the backup option does not carry the same guaranteed Service levels as the primary Service,
• that for a fibre ethernet with fibre ethernet backup Service, the actual resilient path of both fibre connections will only be confirmed following a Site survey,
• that in the event of a fault on the primary Service, the backup Service will automatically become effective. Use of the secondary backup Service is not permitted other than in the event of a primary Service failure. In the event of a failure of both the primary and secondary Services, the Company or Service Provider will initially resolve the fault on the primary Service in accordance with the Company’s SLA,
• that if they fail to connect both the primary and secondary Services to the router, the SLA will not come in to effect until the failure has been remedied.

Leased Lines

Please refer to Leased Line full Terms and Conditions.

The Customer agrees they will ensure there is compatibility between the connectivity type,  bandwidth and router/modem capability. As an example, G.Fast Fibre requires a specific router. The router of a Leased Line must be capable of the Leased Line bandwidth.

The Customer must arrange for the Equipment to be installed prior to the Live Date and configure the Equipment on their Internal Network. The Company cannot be held liable for any failure to deliver the Service. The Company will charge the Customer if they require remote assistance above the remit of the Company.

The Company will allocate a range of internet protocol (IP) addresses to use on the Customer’s Equipment on their Internal Network for the duration of the Agreement.

Whilst circuit bandwidths can be upgraded at any time during the Agreement, Customers cannot downgrade the bandwidth. Customers are advised that access bandwidth for EFM circuits can be upgraded subject to the addition of extra copper pairs.

The Customer agrees that where they upgrade a bandwidth, this will result in new Service Fee and a new Contractual Period, which will supersede the original Contractual Period.

The Customer agrees to add a suitable secondary connection at the Site prior to the Leased Line Service being activated. Should the Customer not provide details to the Company of a suitable pre-existing secondary connection when placing the order, the Company will place an additional order for assurance backup at the same time as ordering the Leased Line Service.

A suitable secondary connection means:

• an available broadband Service already in existence at the Customer’s Site,
• an available PSTN line at the Customer’s Site, on which the Company can install assurance backup Service,
• another back-up connection as may be agreed by the Company from time to time.

The Customer agrees if they purchase a private line Service, the requirement to have a suitable secondary connection applies to both ends of the private line circuit.

The Customer acknowledges that the assured backup shall be provided for a failover of the Leased Line Services only, and the Customer is not permitted to make use of the assurance backup as a primary circuit or for any other purpose.

The Customer accepts that if they do not have a suitable secondary connection or assurance backup in place and operational either at the time of the Service Live Date or at any time during the term of the Agreement, the applicable service levels and service credits will cease to apply.

The Customer acknowledges that:

• external NTEs (network termination equipment) will be placed no higher than 1.5m above ground level, and any internal NTE will not be placed higher than 1.5m above floor level in the room in which it is sited,
• the internal NTE will be located on a wall, shelf or rack within 3m of the entry point into the Site, measured horizontally along the entry wall or any adjacent wall,
• the engineer will fit the NTE as close as possible to where the Customer requires it to be sited and provided this does not involve more than one (1) hours work. If this is not sufficient for the Customer’s needs, the Customer should contact the Company to request a further visit from an engineer, to fit extension wiring (at additional cost to the Customer) or the Customer may make their own arrangements with another supplier or use wireless technology,
• they are responsible for any internal wiring beyond the NTE.

An engineer will visit the Customer’s Site to connect the CPE to the Leased Line Circuit. The engineer will endeavour to ensure that the Leased Line circuit is in a working state prior to leaving the Customer’s Site, however, if the engineer is able to connect the CPE but unable to sign off the circuit due to a carrier fault, the Company or engineer will contact the Customer once the fault has been resolved to confirm whether or not the circuit is operational.

The Company’s engineer will perform the router installation tasks set out below, unless otherwise agreed. The Access router(s) will, by default, be configured to act as a terminating device only. Any specific routing policies e.g. access control lists, must be raised at the design stage or during the completion of the scope of works, otherwise, any changes may necessitate a re-design and delay the installation due to testing and bespoke development. The installation tasks will include:

• the installation and configuration of the proposed router,
• configuration of the router by default to act as a terminating device to the Leased Line,
• any bespoke requests accepted and agreed by the Company on a project by project basis,
• the backup and storage of a copy of the OS configuration at the time of installation sign off,
• the performance of operational and performance tests,
• reporting portal access and authentication tests – office set up,
• establishment of management, monitoring and reporting communications,
• where appropriate, the setup of additional resilience i.e. high availability if ordered and if possible test failover,
• any bespoke technical development required to verify a given configuration before implementation,
• any firewall configuration if ordered as part of the same solution or order.

Before any work is undertaken pre-installation checks must be completed to avoid any un-necessary delay or costs. The Company reserves the right to charge for additional visits due to the installation not being completed as a direct result of either the scope of works pre-requisites not being met and/or any pre configuration forms not being completed correctly or on time.

The pre installation checks must be undertaken and the prerequisites set out in the scope of work must be confirmed by the Customer at least five (5) days in advance of the installation Services being performed. Assistance will be provided by a qualified engineer at no cost.

The charges for the installation Service are subject to the following assumptions:

• the site at which the installation Service will be performed has no redundant hardware onsite to decommission, remove from Site and/or dispose of,
• the Site at which the installation Service will be performed is within mainland UK in a major town or city and with no impediment to road travel,
• the installation Service shall take a maximum of two (2) hours (commencing from the time of the scheduled appointment, regardless of the time that the engineer actually commences the installation),
• the installation Service shall be performed between the hours of 09:00 to 17:00, Monday to Friday excluding public holidays.

Where the assumptions set out above are not met, the Company may increase the charges payable for the installation Services.

If the Customer uses the installed Services in a live environment the installed Services will be deemed to be accepted by the Customer.

SIP Channel

This is a specialised Service offered to Customers at a monthly charge per SIP Channel. In addition to the monthly charge, the Customer accepts and agrees that should they terminate the SIP Channel(s) they will be charged a Termination Fee after the Agreement has expired. The cost for terminating (after the Agreement has expired) is forty-five (£45.00) pounds per SIP Channel.

Irrespective of SIP Tariff, a fair usage policy is applicable to 03 numbers, limited to 750 minutes per channel per month. On the lite tariff, the charge shall be increased from the standard account non-geographical rate, to that listed below, as of the breached usage and above. Whilst similarly on the unlimited tariff, the charge at the below listed rate, shall commence as of the minute exceeding 750 of the fair usage policy and onwards.

Breached SIP fair usage policy shall be charged out at the below listed rates, on a per minute basis. UK Local & National (Geographic) calls: £0.01 per minute. UK Local & National (Non-Geographic) calls: £0.02 per minute. UK Mobile calls: £0.029 per minute. The Company reserves the right to increase these rates in line with increases by the Service Provider.

Fraud Monitor Service

The Customer acknowledges and accepts that although the RCG Fraud Monitor Service enables the Company to identify fraudulent activity sooner, it cannot prevent the initial fraud from taking place nor reduce its financial costs to the Customer. For the avoidance of doubt, the Customer will remain liable for all the costs resulting from fraudulent activity.

The Customer recognises that should fraudulent activity be identified; the Company will manually intervene within seventy-two (72) hours. The Customer further accepts that fraudulent activity may only be identified after prolonged monitoring of unusual call patterns.

Door Entry System

Customers incorporating a Door Entry System to the Hosted system (other than an IP Door Entry System) will require an ATA. The Customer accepts that this is contractual and will be charged monthly as an additional User at the agreed Customer rate.

ATA (Analogue Telephone Adapter) is hardware, which is required to facilitate an analogue system e.g. a door entry system, to work in tandem with the Hosted system and constitutes an additional Hosted user.

Customers incorporating an IP Door Entry System may require a SIP line which will require a specific configuration and must be integrated into the system. The Customer agrees that it is their responsibility to advise the Company, ahead of the Agreement being signed, that they wish for the IP door entry system to be incorporated for the Company’s Provisioning team to liaise with the Company’s engineer. Failure to mention this requirement is at the Customer’s own risk. The Customer accepts that there will be an additional charge for a SIP Line. All  cabling will be carried out by the Customer’s engineer. This is not the Company’s responsibility.

Variations

Refer to General Terms and Conditions

Term & Termination

The Customer acknowledges and agrees the Agreement will commence on the date the Agreement is issued  to the Customer and signed; which may differ from when Services are charged.

The Customer acknowledges should they wish to Terminate, they must provide ninety (90) days written notice prior to the end of the Contractual Period and the Agreement will end on expiry of the Contractual Period and not before. If the Company does not receive written notice prior to the end of the initial Contractual Period, the Agreement

• Customers with less than ten (10) employees will automatically renew for a further ninety (90) days, on a rolling ninety (90) day basis, until ninety (90) days written notice has been received from the Customer,
• Customers with ten (10) or more employees will automatically renew for a further twelve (12) months, until ninety (90) days written notice has been received from the Customer.

Where the Customer requires phone lines for additional Users after the Agreement has gone live,

• the additional lines shall be subject to a new Contractual Period unless otherwise agreed by in writing.

The Company reserves the right to terminate the Agreement immediately if:

• the Customer commits any material breach of their obligations, and fails to remedy the breach within fourteen (14) days of the date the written notice is issued. The twenty-eight (28) day period only applies where a breach is capable of remedy; if the breach is incapable of remedy, the Agreement may be terminated by written notice immediately,
• the Customer has a winding up petition, or enters into liquidation whether compulsorily or voluntarily (for the purposes of amalgamation or reconstruction without insolvency), makes an arrangement with creditors or petitions for an administration order, has a receiver or manager appointed over any of their assets, or generally becomes unable to pay debts.
• there is a regulatory or legal change or the Company is required to do so by the direction of Ofcom.

Whether the Company gives the Customer notice to terminate or the Customer gives the Company notice to terminate,  the Customer must pay Service Fees as well as any calls made up to the end of the relevant Contractual Period.

Some Services may incur cessation charges as detailed in the Service Fees and these will be chargeable on termination unless otherwise agreed in writing.

The Customer agrees that if the Agreement is terminated prior to the end of the Contractual Period a Termination Fee will apply for the remaining months of the original term or the renewed term and will become immediately payable.

The Customer agrees that if they cancel an ordered Service or a part of it, they will reimburse the Company for any costs incurred in preparing to deliver the Service in addition to the standard Termination Fee or charges as may be applicable at the time, regardless of whether the Company has provisionally accepted the order.

The Company reserves the right to cancel any ordered Service(s) provided that the Company uses all commercial reasonable efforts to mitigate a cancellation, which includes but not limited to, a change in any international regulation which would prevent the Company providing international Services.

On termination of this Agreement, after the Contractual Period, the Company and/or Service Provider reserves the right to charge the Customer any applicable Termination Fee plus an administration fee of fifty (£50.00) pounds per number or Service when the Agreement ceases.

Business Customers with ten (10) plus employees, regardless of Tariff Plan, must give the Company not less than ninety (90) days written notice of termination prior to the end of the Contractual Period. Written notice must be provided to the Company either by email or letter sent by recorded delivery to the Company’s registered address, otherwise Services shall rollover for a new twelve (12) month period.

The Company may end the Agreement prior to the Service being provisioned, should the Customer fail credit check, provide incorrect payment information or where the Site is not in a geographic area covered by the Company or where technical issues may prevent, delay or degrade the activation or provision of the Service.

Should the Customer cancel prior to the activation date and charges/costs have been incurred as a result of processing the order for the Service(s), the Customer will be charged. If no costs have been incurred the Customer will not be charged.

The Company may restrict or suspend the Service:

• If maintenance is required,
• To implement a change,
• If the Customer does not pay the invoice by the due date on two consecutive occasions or direct debit requests are rejected,
• The Customer fails to make payment within fourteen (14) days of the date of a letter, email or any other appropriate correspondence requesting payment,
• If the Company reasonably believes the Customer has not complied with the acceptable use policy or compliance obligations or it needs to protect the integrity or security of the Network.

The Customer agrees that even if the Service has been restricted or suspended, they will need to continue to pay the invoices until the Service has ended and in addition, there may be a charge to re-activate the Service.

The Company or Customer can terminate the Service by giving notice in writing, however this may result in Termination Fees for the Customer.

The Company may terminate the Agreement if a Force Majeure event means the Service is completely and continuously unavailable for a determinederiod of time. The Force Majeure event must still be ongoing at the time of termination and Termination Fees will still apply.

The Company reserves the right to charge interest at the bank of England base rate plus five (5%) percent per annum on any charges not paid by the due date for payment until the date payment has been received.

If the Company suspends any Services, the Company will not provide the Service again until the Customer rectifies the situation.

If this Agreement or any of the Services are terminated during the Contractual Period or any agreed term applicable to each of the Services, the Company will levy a cancellation charge in relation to each relevant Service calculated in accordance with the following:

• Each Service for which a monthly Service Charge is payable – number of months remaining of Contractual Period for that Service multiplied by the monthly Service Charge,
• Call Spend – number of months remaining on Contractual Period multiplied by the monthly Minimum Spend (or the average of your last three months call spend where there is no Minimum Spend),
• Pro-rata or full repayment of any subsidised installation or any other contribution to upfront or ongoing costs paid by the Company as described in accordance with the terms of the subsidised installation,
• The appropriate notice period charge for each Service,
• Repayment of any subsidised charges or any other contribution the Company may have made towards any other costs,
• Repayment of any discount or other benefit the Customer may have received which was based on completing the Contractual Period,
• Any applicable cease charges as may be detailed in the Service Charges.

Should the Customer serve the required notice and fail to move their Services to a new supplier then the Customer agrees they will remain liable for all Service Fees at the Company’s standard tariff out of bundle rates until such time that the Services are transferred to a new supplier.

Warranties

The Agreement excludes, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.

Nothing in the Agreement excludes or limits the liability of either of us for:

• death or personal injury caused by the Company being negligent
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be excluded or limited under Applicable Law.

Any of the following losses, no matter if those losses are direct or indirect:

• loss of profit, revenue or anticipated savings;
• loss of business or contracts;
• loss of goodwill;
• loss from wasted expenditure, wasted time, or business interruption;
• loss, destruction or corruption of data;
• liability to any third parties unless a Clause in the Agreement says something different; and
• any special, indirect or consequential loss or damage.