This Annex shall supplement the standard terms and conditions of Connectus Business Solutions Ltd (the “Terms”). In the event of an inconsistency between the Terms and this Annex, this Annex shall prevail.
1.1. In this Annex, the following terms shall have the following meanings:
Additional Charges: any additional charges, fees or costs payable by the Customer to the Company pursuant to the Contract which shall be calculated and payable at the applicable time and materials rate as published by the Company at the time such charge is incurred.
Billing Period: mean one-month period of time for the billing of Rental and other Charges under the Contract.
Call Charges: the call or usage related charges as set out in the Company’s price list published on the date of commencement of the Network Services (or as otherwise agreed in writing between the parties).
Connection Charge: the initial setup cost of the Network Services.
Early Termination Fee: the initial set up cost to the Company of providing the Network Service to the Customer (including Installation Charges) and all remaining rental charges from the date of cancellation to the date the contractual period finishes along with an exit fee equal to 6 months’ Rental Charges and other any other fees and or costs incurred by the Company.
Installation: the installation, configuration and setup of the Network Equipment.
Installation Charges: the charges payable by the Customer for the Installation, as set detailed in the Order.
Line Rental Charge: the monthly figure charges for the rental of the services as provided for in the Order.
Network Charges: the Connection Charge, Line Rental Charge, the Call Charges and any Additional Charges payable by the Customer in connection with the Network Services, as detailed in the Order.
Network Equipment: means the equipment to be supplied to the Customer by the Company as set out in the Order or as otherwise agreed in writing between the parties.
Network Incident: an unplanned interruption to the Network Services or reduction in the quality of the Network Services.
Rental Charges: the communications rental charges as set out in the Company price list published on the date of commencement of the Network Service (or as otherwise agreed in writing between the parties).
Service Demarcation Point: the defined socket, equipment, port, location of device to which the Company delivers and supports the Network Services, which is at defined in the Order and pointed out to the Customer upon acceptance of the Network Services.
2. The Network Services
2.1. Unless otherwise agreed in writing by the Company, the Network Services shall be provided at the Site.
2.2. Any dates specified by the Company for commencement of the Network Services are intended to be an estimate and time for commencement shall not be made of the essence by notice.
2.3. Equipment supplied by the Company shall remain at all times the property of the Company.
3. Network Incident resolution
3.1. The Customer shall report any Network Incident in connection with Network Services to the Company, the Company will resolve the Network Incident in accordance with the published service levels agreement on the Website.
3.2. If an Network Incident has been caused by the Customer or following investigation it is found that the Network Incident falls outside the responsibility of the Company or no Network Incident is found, the Company may charge the Customer for any work that the Company has undertaken to investigate or fix that Network Incident (or work undertaken on the Company’s behalf) at the applicable time and materials rate. Any such Charges shall be deemed Additional Charges for the purposes of this Contract.
3.3. The Company shall be responsible for provision of the Network Services up to and including the Service Demarcation Point. The Company shall inform the Customer of this obligation and the relevant location of the Service Demarcation Point at the time of commissioning and acceptance of the Network Services by the Customer.
3.4. The Customer is responsible for the installation, configuration, performance, maintenance and use of the Network Services beyond the Service Demarcation Point.
4. Customer obligations
4.1. The obligations in this paragraph 4.1 are in addition to those provided for at clause 5 of the Terms.
4.2. The Customer agrees to prepare the Site according to any instructions the Company may give and provide the Company (or its authorised representatives) reasonable access to the Site.
4.3. The Customer will provide the Company with all the information that the Company requires and will allow the Company to use that information for credit checking and debt collection purposes (which shall include disclosure to third parties acting for the Company). The Customer will allow the Company to disclose such information to the extent that the Company is required to do to by its telecommunications operators, ICSTIS, OFCOM, the law or any relevant authority.
4.4. The Customer shall (at its own cost):
4.4.1. provide the necessary conditions and facilities for the operation of the Network Services, as notified by the Company. This will include (without limitation) continuous mains electricity supply; and
4.4.2. maintain the Equipment in working order at all times.
4.5. Any of the Customer’s own equipment which it uses in connection with the Network Services must be:
4.5.1. technically compatible with the Network Services and not cause any harm or defect to the Company’s Network or other equipment; and
4.5.2. connected and used in accordance with any relevant instructions given by the Company and in accordance with any standards or laws in force from time to time.
4.6. The Customer shall use the Network Services (and shall ensure that other persons use the Network Services) in a fair and reasonable way, ensuring that:
4.6.1. the Network Services is not used for provision of a data centre; or
4.6.2. the volumes of data downloaded or uploaded to the internet do not exceed rates commensurate with normal day to day business operations.
4.7. The Customer shall not use the Network Services (and shall ensure that no other person uses the Network Services) to store, reproduce, transmit, communicate or receive material which is:
4.7.1. indecent, defamatory, menacing, abusive or otherwise offensive; or
4.7.2. in breach of any law, regulation or code of practice; or
4.7.3. in breach of confidence, intellectual property rights, privacy or right of a third party.
4.8. The Customer shall not use the Network Services (and shall ensure that no other person uses the Network Services):
4.8.1. fraudulently or in connection with a criminal offence;
4.8.2. to cause annoyance, inconvenience or needless anxiety to any person;
4.8.3. contrary to any instructions policies that the Company may give to the Customer.
4.9. The Customer shall indemnify and keep indemnified the Company against all or any claims and associated costs, damages or expenses made by a third party because of any breach by or other act or omission of the Customer under or in relation to these conditions.
5. Charges and payment
5.1. The Customer shall pay the Connection Charge and Network Charges within 28 days of falling due.
5.2. For the avoidance of doubt, the Company shall be entitled to charge Additional Charges in the event that any Services or work is requested by the Customer which fall outside the scope pf the agreed Service or which are to be completed by the Company outside Working Hours. Any Additional Charges shall become due and be invoiced on completion of the additional work.
5.3. All payments are to be made via direct debit, failure to do so may result in , the Company, at their sole discretion limiting or removing ser Network Services to the Customer.
5.4. Subject to paragraph 5.5:
5.4.1. the Installation Charges will be invoiced on acceptance of the Order;
5.4.2. the Rental Charges will be invoiced quarterly in advance; and
5.4.3. the Call Charges will be invoiced monthly in arrears.
5.5. All invoices are payable within 28 days of falling due.
5.6. Pursuant to paragraph 4.3, the Company will conduct credit checks from time to time. In the event that the Customer fails to meet the Company’s credit requirements at any time, the Company shall be entitled to demand payment of any or all Charges in advance in respect of the Service supplied to the Customer.
5.7. The Customer shall pay the Charges without off-set or deduction in pounds sterling by the due date specified herein. The Customer shall pay all Charges for the Service whether the Service is used by the Customer or End User.
5.8. The Company will charge a re-connection fee of £50 + VAT to the Customer.
5.9. The Company may change the level of its Charges because of either:
5.9.1. any OFCOM direction, determination, order or similar decision; or
5.9.2. any notice issued by the Company’s telecommunications operators correcting an error in the amount or application of a charge or payment under its interconnect agreement with the Company or its Service Providers.
5.10. In the event of any increase of Charges pursuant to paragraph 5.9, the Company shall be entitled to impose such increase retrospectively as well as prospectively but only to the extent that any increase impacts upon the basis on which the Charges were calculated.
6. Suspension and variation in the Network Services
6.1. The Company shall be entitled to suspend or vary the Network Services for any period and to the extent which:
6.1.1. the Company’s telecommunications operators suspends or varied the services provided to the Company;
6.1.2. the Company is required to vary or suspend the Network Services in order to avoid a breach of any regulatory conditions under the Communications Act 2003 or any other statutory duty in place from time to time;
6.1.3. the Company is obliged or requested to comply with an order or instruction of a regulatory body including (without limitation) OFCOM, ICSTIS, and emergency services organisation or a competent administrative authority;
6.1.4. the Company reasonably believes or suspects that the Customer is in breach of its obligations within paragraphs 3 or 4.
6.2. The Customer shall reimburse all reasonable costs and expenses incurred as a result of the suspension or variation of the Network Services which arises as a result of any act or omission of the Customer.
6.3. The Company may at any time suspend the Network Services or any part of it, without liability, to:
6.3.1. vary the technical specification of the Network Services in order to comply with any relevant law or regulation, or direction from the Company’s telecommunications operators or any competent authority;
6.3.2. to repair, maintain or improve the Network Services.
6.4. The Company will use its reasonable endeavours to minimise disruption to the Customer during any suspension under paragraph 6.3.
6.5. The Company may alter the telephone number or any other name, code or number that is allocated to the Customer where such alterations are requested by the Company’s telecommunications operators.
7. Term and Termination
7.1. This Contract shall commence on the date hereof and will continue for the Minimum Period, being 3 years from the date hereof.
7.2. At the end of each 12 month period from commencement of the Minimum Period, the Contract shall automatically renew for a further 3 years.
7.3. Pursuant to clause 11.1 of the Terms, on expiry of the Minimum Period, the Customer may terminate this Contract at any point on serving 3 months’ written notice on the Company.
8. Limitation of liability
8.1. Pursuant to clause 10.5 of the Terms, the Company’s total aggregate liability under the Contract shall not exceed the Charges paid for the Network Services under the Contract in the 12 months giving rise to a claim or £5,000, whichever is greater.