1.1 ‘We’, ‘Us’, ‘Our’, ‘Ours’, or ‘CONNET’ shall mean Consulting Networks Ltd. A company registered in the United Kingdom with the registration Number 4987202, and whose registered address is at, Unit 01 Blenheim Court, Bourges Boulevard, Peterborough, PE1 2DU United Kingdom.
1.2 `You or `Your’ means the company or individual named on the Order Form.
1.3 ‘Service’ means the supply of services as elected by us from time to time and such other services as made available to you by us from time to time.
1.4 ‘Act’ means the Telecommunications Act 1984.
1.5 ‘Account’ shall mean a supply account for providing services as instructed by the customer from time to time.
1.6 ‘Cease’ or ‘Cessation’ means the act of disconnecting a service, whereby the service can no longer be operated, or is available for use.
1.7 ‘Cancel’ or ‘Cancellation’ means transferring a service away to another service provider, whereby the service remains active for use with the gaining operator.
The use of our services constitutes an acceptance of our standard terms and conditions. By using our services ‘You’ are entering into a legally binding contract. Each and every service provided to ‘You’ by ‘Us’ shall constitute a separate agreement and will be subject to a minimum contract period. This contract commences when we start to provide the Service and continues until terminated by ‘You’ or by ‘Us’ as set out below:
This agreement shall come into full force and effect from the date of acceptance by us and shall continue for a minimum period of 36 months, or as otherwise agreed in writing by “Us”. After the minimal period, this agreement shall continue thereafter until terminated by the customer, by giving Consulting Networks not less than 30 days written notice.
In the event of any variation to the service, such as the reactivation of the service; the provisioning of the service at a new address; a change in the account holders name; a change in the supply rates (at your request). The minimum period shall be deemed to have recommenced from the date of such event and a new minimal contract period of 36-months shall supersede all previous agreements.
Where the variation to the service is financed at Consulting Network cost i.e. reactivation of an existing service; the installation of a new service; the supply of new equipment; or an upgrade of your service (at our cost). The minimum period shall be deemed to have recommenced from the date of such event and a new minimal contract period of 60-months shall supersede all previous agreements.
3.1 The prices for Our Services and any administrative charges shall be stated in our service literature. All quotd prices shall exclude VAT unless otherwise stated. The cost of our services is subject to change. We reserve the right to amend, review and to alter the price for our products or services upon giving notice to the customer of no less than 30-days. We shall notify you with details of any changes, or simply notify you of these changes on your monthly bill.
3.2 All sums due under this Agreement shall be paid in full by you without any set-off or withholding whatsoever.
3.3 We will send you an invoice monthly for usage charges incurred, under this Agreement, for the preceding month. Any rental charges for the service will be billed upfront (quarterly or yearly in advance). Advance rentals are not refundable. If the line rental is billed monthly. Your first bill will include a one month rent deposit. This will be refunded against the customer final bill. Payment must be made within 14 days of the invoice issue date. But we shall have the right to request payment on demand if you fail to make payment of any previous invoices within 15 days of the calendar month end. The time of payment of all sums due to us shall be of the essence of this agreement.
3.4 The setup, and maintenance of ‘Your’ service account including but not limited to; routinely assessing the customer credit score; the configuration of services rates; the preparation, printing and posting of itemised paper statements; or any other billing reports, shall constitute a chargeable service. We reserve the right to charge a minimum value per invoice of £10.00 excluding VAT. The charge is effective on the date the service account is created, and will be charged to the customer until the expiry date of the contract.
3.5 We reserve the right to charge interest on all outstanding amounts owed to us and not paid in accordance with this Agreement. Until we receive payment in full, interest shall be charged at a rate of 8% above the current Bank of England base rate. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. You shall also pay all legal fees and other costs of collection of overdue amounts due to ‘Us’.
3.6 All charges payable under this Agreement are calculated by reference to data recorded or logged by us and not by reference to data recorded or logged by you.
3.7 If the customer fails to give notice or breeches the minimal service stipulated in this contract, ‘we’ reserve the right to invoice the customer for lost of revenue for the short notice given up to a maximum sum equal to one times the customers average monthly bill based on any 3-months, selected by ‘us’ of the customers last 6 full calendar month’s bills.
3.7.1 The customer shall be liable for the total amount that would have been payable in respect of line rental or other services for the remaining period of the minimal period had the supply period had not been terminated earlier because of the customer’ breach or insolvency. The customer agrees that the termination fee as calculated herein represents a fair and reasonable estimate of the losses, costs, and expenses that “we” would suffer in the event of this agreement being terminated.
3.7.2 On early termination of the service, we reserve the right to recover any amounts given to the customer in form of special rates or loyalty discounts. This shall be calculated on the basis of the difference between the standard rate and any special rates enjoyed by the customer as part of this agreement.
22.214.171.124 We shall regard as an early termination of the service, “any” external act, excluding condition 12, that has the deliberately effect of disrupting or reducing the normal supply of the service, including but not limited to the removal of access codes and the disconnection of any equipment supplied by “us” to the customer.
3.7.3 We reserve the right to charge a fee to cover the additional cost for the work required to cancel or to cease a service. This shall be limited to £125.00.
3.8 ‘We’ reserve the right to charge a £25.00 fee each time you fail to make payment by the invoice due date, or for each unpaid cheque or unpaid direct debit.
3.9 We reserve the right to charge £4.17 to non-direct debit bill-payers, and charge £1.67 for issuing paper billing, and;
3.9.1 To recover the cost of setting up Direct Debits this shall equal a fee of £12.50.
3.10 If you breach the terms as set out in this agreement we may suspend all Your promotional rates, and replace the same with our standard tariffs.
3.11 Under this agreement the customer shall be responsible for organizing the de-programming of the service in the event of variations to the service. ‘We’ may provide such service on request, and the customer agrees responsibility for all costs involved.
3.12 ‘We’ reserve the right to charge a minimal fee for each number registered on the account of £1.00, and;
3.13 To charge the customer £4.17 to generate a duplicate bill or invoice.
3.14 You may have an existing contract with your Old Service provider which has a minimum contract. You are responsible for checking your obligations with Your Old Service provider and for paying any outgoing charges. On termination You may be liable to Pay your Old Service Provider other fee’s. These are in addition to our fees.
3.15 We reserve the right to charge a fee of £5.00 plus VAT for any contract order, which is subsequently cancelled or unfulfilled by the customer. The fee shall be enforced by Us until such time the client fulfils the original order.
3.16 Customers who are moving address will be exempt from this cancellation charge, provided that the Service is retained at the customer’s new address. If the service is provided at a new address a new agreement shall come into full force and effect from the date of acceptance by us and shall continue thereafter for a minimum period. The minimal period shall consist of the number months left on the previous agreement, plus a period of 60 months, unless otherwise agreed in writing by “Us”. After the minimal period, this agreement shall continue thereafter, unless a written notice is received by “Us” to terminate those services.
3.17 Subject to Our acceptance and to the provisions set out in Clause 3.17.1,
3.17.2 We may at Our sole discretion agree to reduce the price of services on your account.
3.17.1 You shall agree to renew the term of your existing contract. This agreement shall come into full force and effect from the date the new pricing is effective on your account and shall continue for a minimum period. The minimal period shall consist of the total number of months remaining on your existing contract, plus an additional period of 36-months.
3.18.1 If we agree to amend the terms set in your contract, a Renewal Fee of £25.00 is payable to cover the administrative costs of processing your request.
3.18 Subject to our acceptance we may agree to accept a card payment from you. If you choose to make a bill payment with a credit or debit card you’ll be charged a convenience fee of 5% of the bill amount. You can pay your bill free of charge at any HSBC Bank counter, by Cheque or Bank Transfer. Alternatively you can ask us to set a Direct Debit on the account as your preferred method of payment.
OUT OF CONTRACT RATES
Your promotional rates are effective from the date the service was successfully provisioned and will expire at the end of your contract period. The promotional rates will be withdrawn and you’ll be charged at our standard rates if; ‘You’ breach the terms of our agreement, or; ‘Your’ minimal contract period has expired. Typically “Out of contract rate” prices are 60% higher than our contractual rates, every attempt will be made no less than 30 days before the expiry of a contract to agree new terms or for a new supplier to take the service.
USE OF SERVICE
4.1 You undertake to use the Service in accordance with such conditions as may be notified in writing by us from time to time and in accordance with the provisions of the Act.
4.2 In the case of you operating a resale Service of any kind, we will require a payment in advance of a sum equivalent to at least one month’s estimated charges.
4.2.1 We reserves the right to set a credit limit or require you to pay on the first day of each month, to us, an amount estimated at our sole discretion as the likely indebtedness of you to us in relation to the forthcoming month (“the Estimate’). Where the Estimate exceeds our actual bill /invoice for the relevant month, the excess may be retained by us in which case it shall compromise a part payment of the Estimate for the following month. Furthermore, we reserve the right to invoice you on a weekly basis.
4.2.2 We reserve the right to provide the service on any service number registered on the account, unless we have been notified otherwise.
4.2.3 Upon serving a 30-day notice to the customer, we may require the customer to settle future invoices by direct debit, and the customer agrees and accepts that the failure to comply with such demand may result in an immediate suspension of the service supply
4.3 You undertake not to use the Service as a means of communication for a purpose other than that for which the Service is provided and as may be set out, from time to time, in our Service literature or;
4.3.1 For the transmission of any material which is or is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character or in pursuance of any criminal activity; or
4.3.2 In a manner that constitutes a violation or infringement of the rights of any other party.
4.4 You shall indemnify us against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any such use as prescribed in this Condition 4.
4.5 You undertakes that any apparatus used in connection with the Service shall be in good working order and conform, at all times, to the relevant standard or approval for the time being designated under Section 22 of the Act and that you shall at all times comply with the conditions of such standard or approval. We shall not be under any obligations to connect or keep connected any such apparatus not conforming, in our reasonable opinion, to the provisions of the Act. 11. On requested by us, you shall provide us with all reasonable information relating to any such apparatus on your premises.
4.6 You undertake not to use the Service in contravention of the Act or other relevant regulations or licenses and to use the Service solely in accordance with the instructions as may be issued by “us” from time to time.
ACCESS TO PREMISES
5.1 Where our Agents, or we install equipment.
5.2 To enable us to fulfil our obligations under this Agreement you shall permit or procure permission for authorized representatives of ours’ to have access to your premises and shall provide us with such reasonable assistance, as we shall request. We will normally require access only during your normal working hours but we may, on reasonable notice require access at other times in order to ensure provision of the Service. At your request authorized representatives of our may agree to work outside your normal working hours provided that you reimburses us its reasonable charges for so doing.
5.3 We reserve the right to invoice you for all costs incurred by us as a result of cancelled engineering visits, carrying out maintenance or repair work on your instructions, which in our reasonable opinion is held as unnecessary.
5.4 You shall take reasonable care of any equipment supplied by us, and indemnify us for any physical damage to, loss, theft or sale of the equipment arising other than by normal wear and tear in the course of the correct utilization of the equipment.
PROVISION OF INFORMATION
6.1 You undertake promptly to provide us, free of charge, with all information and co-operation that we may reasonably require to enable us to precede, without interruption and delay, with the performance of our obligations under this Agreement.
7.1 Nothing in this Agreement shall exclude or restrict our liability for death or personal injury resulting from our negligence or our employees while acting in the course of their employment.
7.2 Subject to clause 7.3 we shall be liable for damage to your property caused by any negligent act or omission by us or our employees provided that such liability are in contract, tort or otherwise, including negligence, arising out of or in connection with the performance of our obligations under this Agreement. Our liability shall be limited to £100.00 for any one incident or £500.00 for any series of incidents arising from a common cause in any twelve month period.
7.3 We shall not be liable to you in contract, negligence, tort or otherwise, for any indirect or consequential for any loss whatsoever or howsoever arising including loss of goodwill, loss of revenue, loss of business, loss of anticipated savings, loss of profit, loss or corruption of data or for any financial loss whatsoever.
7.4 In the event that we fail to provide the service, we shall not be liable to you for any charges or call slippage incurred by you, as the result of your calls charges being diverted to another carrier or a third party’s network.
7.5 The provisions of clause 7 shall continue to apply notwithstanding termination of this Agreement.
7.6 You agree to indemnify and keep indemnified us from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by us resulting from a breach of this agreement by you.
We will use all reasonable endeavours to ensure that the Service is available for use by you in accordance with the standards for the time being relating to the Service set out in our Service literature. The service is dependent on BT and other Network Operators and can be affected beyond our reasonable control. Therefore we cannot always guarantee when the service will commence and that the service will always be fault-free.
9.1 Without prejudice to their rights under this Agreement You and We shall have the right to terminate this agreement forthwith in the event that:
9.1.1 The other party is in default in its performance or observance of any of its obligations under this Agreement, and in the case of a remediable breach, fails to remedy the breach within a reasonable time specified by the non-defaulting party in its written notice to do so.
9.1.2 An interim order is applied for or made or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the party’s assets or undertaking or a winding-up resolution or petition is passed or presented or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make up a winding-up order: or 9.1.3 Subject to clause 3.7, 3.7.1, 3.7.3, 9.1.2 we shall not accept written notice of termination from You unless the service has entered the cooling-off period. We may accept to terminate the service early provided that You indemnifies Us up-front for all Our Losses under this agreement, or provide us with written evidence of winding-up from an official or professional body.
9.1.4 We shall not accept or acknowledge any verbal or e-mail communications giving notice of intent to terminate a service or to close an account. Your notice of intent must be given in writing and by recorded post to our registered address. Your notice must specify the service or services you intent to terminate. If you are closing the account then your must specify that You are closing the account.
9.2 Without prejudice to its other rights, we shall have the right forthwith to terminate this Agreement by notice in writing to you in the event that:
9.2.1 You fail to make any payment when it becomes due to us; or our license expires or is revoked; or
9.2.2 A license, under which you have the right to run your telecommunications system and connect it to our
preferred carrier’s system is revoked, amended or otherwise ceases to be valid and is not immediately replaced by another valid license.
9.3 In the event of termination by us under conditions 9.1.1, 9.1.2, 9.1.3, 9.2.1 or 9.2.3, we shall be entitled to recover from you all costs, losses and expenses incurred by us, including but not limited to the cost of removing equipment from your premises. You must co-operate with us, and at Our request you shall return any equipment that was provided in relation to the service, and remains the property of Consulting Networks. If you fail to return, or return damaged, unpacked or incomplete equipment within 7-days of being asked to do so, we reserve the right to invoice You for any un-returned equipment.
9.4 On termination of this Agreement You will be responsible to carry-out the removal of any equipment and the re-programming of your telephone system(s). We may offer such service for an agreed fee.
9.5 Notwithstanding termination of this Agreement you shall remain liable for all charges in respect of the Service whether incurred before or after termination.
SUSPENSION OF SERVICE
10.1 We may at our sole discretion elect to suspend forthwith the provision of services until further notice without liability to you on notifying you orally or in writing in the event that;
10.1.1 You are in breach of any term of this Agreement, if:
10.1.2 You prevent or delay prearranged maintenance from being carried out;
10.1.3 We are obliged to comply with an order instruction or request of government, an emergency Service organization or other competent authority; or
10.1.4 You are suspected, in our reasonable opinion, of fraudulent involvement or attempted fraud or acts which are of a defamatory, offensive, abusive, or menacing character in connection with use of the Service.
10.2 Notwithstanding the right of suspension under this Condition 10, we shall have the right, under the terms herein to terminate this Agreement.
10.3 You shall pay us all reasonable costs and expenses incurred by us as a result of suspension of the Service that is consequence of any breach, fault or omission by you hereunder and any costs and expenses incurred in connection with reconnection of provision of the Service as may be applicable.
10.4 If ‘We’ elect to suspend, restrict or bar calls your calls, because ‘You’ are in breach of this contract, but “We” at a later date agree to resume the service. ‘You’ may have to pay a reconnection fee and any other reasonable fee “We” may have incurred in connection to the service.
This Agreement may not be assigned in whole, or in part, by you without the prior written consent from us.
If the Customer disputes any usage charges or any other charges on a bill the Customer must notify Consulting Networks in writing within 14 days of the date of the bill confirming the amount and reasons for the dispute. Where the disputed amount is less than 5% of the total bill, the Customer will pay the full amount of the bill; or if the disputed amount is more than 5% of the total bill, the Customer must pay the undisputed amount.
We will investigate and provide the customer with a reference for the dispute, without a valid reference the dispute will be not be accepted. Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately.
If the customer withholds payment on the full invoice, it will incur a financial charge as permitted by Late Payment of Commercial Debts (Interest) Act 1998 on any undisputed amount, and administration charges are not refundable.
Any rectification or amendment of such disputed charges are limited to 6 months prior to the written notification being received by Consulting Networks. The customer shall unconditionally agree to waive the right to dispute any bill charges where such time period has elapsed.
Neither party shall be liable to the other for any loss or damage suffered by the other party due to any cause beyond the first party’s reasonable control including but not limited to any act of God, inclement weather failure or shortage of power supplies, flood, drought, lightning, or fire, strike, lock-out trade dispute or labour disturbance, the act or omission of government, highway authorities, other telecommunications operators or administrators or other competent authorities.
This Agreement represents the entire Agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and representations whether written or oral except for any fraudulent misrepresentations. This agreement may only be modified if modifications are in writing and signed by you and us.
Failure by either part to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof, or of any other right on any later occasion.
15.1 Any notice, invoice or other document which may be given by us under this Agreement shall be deemed to have been given if left at or sent by post or facsimile transmission to the last customer known address, or to any other address as notified by the client in writing as an address to which notices, invoices or other documents may be sent to.
15.2 Our address for purpose of any notice hereunder shall be such address that appeared on the last invoice rendered to you or any other address as may be prescribed by us for that purpose.
16.1 The rights and obligations as set out in this agreement shall be solely for benefit of, and shall be enforceable only, by the parties hereto and their respective successors and permitted assigns. A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms or conditions of this agreement, but does not affect any right of a third party which exists or is available apart from that Act.
16.1 Whilst We provide the service to You. You authorize Us to act on Your Behalf in all dealings with BT and other Network Operators or Service Providers in connection with the Service and in particular consent BT and other Network Operators providing access to, and transferring to Us, any personal data of Yours, and any other relevant information to allow Us to connect to You to , and for Us to provide You with CONNET’s Services.
The ownership rights relating to our services including the patents, trademarks, copyright and rights of like nature in any material supplied under this Agreement or relating to the Service shall remain the sole property of ours, and without limitation to the foregoing, you shall not be entitled to use the name, trademarks, trade names or other proprietary identifying mark or symbols of ours and/or any of our affiliate without our prior written notice.
For a period of 36-months after the termination of this agreement, the customer agrees not to solicit directly or in-directly; or to employ any person employed by Consulting Networks Ltd who is at the date of termination, or expiry of this agreement, or was during the continuation of this Agreement, an employee of Consulting Networks.
If the customer is found to be in gross breach of the above mentioned non-solicitation clause, the customer agrees unconditionally to compensate Consulting Networks Ltd with a one-off payment of whichever is greater (a) £25,000.00 or (b) the gross salary of the employee, agent or contractor of the solicited or induced party.
The Agreement is governed in accordance with English law and the parties hereby submit to the jurisdiction of the English Courts.