Terms and Conditions

T-numbers is an joint enteprise between Global Telephone Partners Ltd. managed by Tech Advance Ltd. and marketed by iMakeWebSites.

When purchasing a phone number you will need to agree to the following Global Telephone Partners Ltd. terms and conditions.

Terms & Conditions For The Provision of Equipment And Services DEFINITIONS 1.1 "The Company" means Global Telephone Partners Ltd. 1.2 "The Customer" means the Customer of the Company. 1.3 "The Contract" means any Contract for the sale of goods or service by the Company to the Customer. 1.4 "The Equipment" means any goods forming the subject of this Contract including parts and components of or materials incorporated in them. QUOTATION/PROPOSAL 2.1 Quotations/proposals by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of quotation/proposal. EXISTENCE OF CONTRACT 3.1 No Contract shall come into existence until the Customer's order however given is accepted by the earliest of (a) the Company's written acceptance (b) delivery of goods or (c) the Company's invoice. 3.2 These conditions shall be incorporated in the contract with the exclusion of any terms and conditions stipulated and referred to by the Customer. 3.3 No variations or amendments of the Contract shall be binding on the Company unless accepted and confirmed by it in writing. PRICES 4.1 Finance Plans. Where the goods are supplied under the terms of a finance agreement the contract price is the total of the deposit plus all the periodic instalments as defined in the finance agreement. 4.2 Cash Sales. The contract price is as stated on the signed acknowledgement of order sent by The Company to The Customer and is exclusive of Value Added Tax or any other tax or duty payable. The amount of such taxes or duties shall be added to the contract price and shall be payable by The Customer in the same manner as the contract price. 4.3 Unless otherwise specified the contract price is based on the assumption that the goods and/or services will be installed in one continuous visit to the site agreed with The Customer and accordingly The Company may at its discretion at any time increase the contract price to take account of any additional costs of The Company (including but not limited to storage and delivery costs) by reason of the installation of the goods or services in more than one visit. PAYMENT 5.1 Finance Plans. Where payment is arranged through a finance provider payment shall be in accordance with the terms of the finance agreement. 5.2 Cash Sales. A deposit equal to one half of the contract price (Plus VAT) is required at the time of the placing of the order. The balance of the contract price (Plus VAT) as defined in clause 8.2 is payable immediately upon completion of the installation and/or delivery. 5.3 If payment of any sum payable to The Company is not made on or before the due date The Company shall be entitled to charge interest thereafter on such sum at the rate of 4% per annum above the current base rate of Barclay's Bank PLC such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month. FINANCE 6.1 It is agreed that where The Company approaches a finance provider to arrange finance then The Company acts as an agent for The Customer and not for the finance provider. 6.2 The Customer undertakes to supply all information requested by the finance provider for the purposes of credit vetting, including where required, the home addresses of Directors, Partners & Proprietors. 6.3 Where third party indemnities are required by the finance provider failure to provide such indemnities shall constitute a breach of the terms and conditions of this contract and shall entitle The Company to retain any deposit paid by The Customer. 6.4 After installation is completed and The Customer has signed a satisfaction certificate any failure by The Customer to complete the finance agreement documentation and commence payment in accordance with the terms of the finance agreement shall render The Customer liable to pay to The Company the whole of the contract price (plus VAT) within 7 days of presentation of an invoice. TITLE 7.1 The Company shall transfer only such title or rights in respect of the goods as the Company has and if the goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company. 7.2 Notwithstanding the earlier passing of risk title in the goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice from them has been paid and cleared funds received in full. 7.3 Until title passes the Customer shall hold the goods in bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company. 7.4 The Company shall be able at any time before title passes to repossess and dismantle without being liable for any damage caused by doing so and use or sell all or any of the goods and so terminate without any liability to the Customer the Customer's right to use, sell or otherwise deal in them and for the purpose of determining what if any goods are held by the Customer in respect of them to enter into any premises of the Customer. 7.5 Until title passes the entire proceeds of sale of the goods shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and shall be identifiable at all times as the Vendor's money. 7.6 The Company shall be entitled to maintain an action for the price of any goods notwithstanding that title in them has not passed to the Customer. RISK DELIVERY AND PERFORMANCE 8.1 Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier who shall be the Customer's agent whoever pays his charges at the Company's premises or other delivery point agreed by the Company. 8.2 Risk in the goods passes when they are delivered to the Customer. 8.3 The Company may at its discretion deliver the goods by installments in any sequence. 8.4 Where the goods are delivered by installment each installment shall be deemed to be the subject of a separate Contract and no default or failure by the Company in respect of any one or more installments shall vitiate the Contract in respect of the goods previously delivered or undelivered goods. 8.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of goods ordered. 8.6 Any dates quoted by the Company for the delivery of goods are approximate and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates. 8.7 If the Customer fails to take delivery of the goods or any part of them on the due date and fails to provide any instructions, document, licences, consent or authorisations required to enable the goods to be delivered on the due date the Company shall be entitled upon given written notice to the Customer to store or arrange for the storage of the goods and then risk in the goods shall pass to the Customer delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure. 8.8 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract. 8.9 Goods shall be at The Customer's risk from the moment of delivery/installation or deemed delivery/installation whether or not property in the goods has passed or payment or part payment made therefore and thereafter The Customer shall be responsible for insuring the goods. CLAIMS NOTIFICATION 9.1 Any claims for the non-delivery of any goods shall be notified in writing by the Customer to the Company within 10 days of the date of the Company's invoice. 9.2 Any claim that any goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 7 days of their delivery if a warranty exists. The warranty period is that given by the manufacturer, faulty goods are to be returned to the manufacturer. If a maintenance agreement with the Company exists the conditions of the Contract will apply 9.3 Any alleged defect shall be notified by the Customer to the Company within 7 days of the delivery of the goods or in the case of any defect in the goods which is not reasonably apparent on inspection within 7 days of the defect coming to the Customer's attention. INSTALLATION 10.1 It is the responsibility of the Customer to provide adequate working conditions for the installation to take place. 10.2 It is the responsibility of the Customer to provide adequate permanent mains supply for the equipment ordered. 10.3 The Customer shall pay to British Telecom or other Public Telecommunications Network Operator all costs relating to the installations, line, network and inspection charges. SCOPE OF CONTRACT 11.1 Under no circumstances shall the Company have any liability of whatever kind for: 11.2 any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any goods or neglected or from any instructions or materials provided by the Customer. 11.3 any goods which have been adjusted, modified or repaired otherwise than by the Company. 11.4 the suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose conditions were known or communicated to the Company. 11.5 any substitution by the Company of any material or components not forming part of any specification of the goods agreed in writing by the Company. 11.6 any description, illustration or figures as to performance drawings and particulars of weights and dimensions submitted by the Company contained in the Company's catalogues price lists or elsewhere since they are merely intended to represent a general idea of the goods and not form part of the Contract or to be treated as representations. 11.7 any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made, or 11.8 any variations in the quantities or dimensions of any goods or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the goods and the substituted materials are of a quality equal or superior to those originally specified. EXTENT OF LIABILITY 12.1 The Company shall have no liability to the Customer other than a liability for death or personal injury resulting from the Company's negligence of any loss or damage of any nature arising from any breach of any express or implied conditions or warranty of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except in accordance with this condition. 12.2 If a Customer establishes that any goods have not been delivered, have been delivered damaged are not of the correct quantity or do not comply with their description, the Company shall at its option replace with similar goods any goods which are missing lost or damaged or do not comply with their description allow the Customer credit for their invoice value or repair any damaged goods. 12.3 If the customer establishes that any goods are defective the Company shall at its option replace with similar goods or repair any defective goods, allow the Customer credit for their invoice value or to the extent that the goods are not of the Company's manufacture assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the goods to the Company. 12.4 The delivery of any repaired or replacement goods shall be at the Company's premises or other delivery point specified for the original goods. 12.5 Where the Company is liable in accordance with this condition in respect of only some or part of the goods the Contract shall remain in full force and affect in respect of the other or other parts of the goods and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the goods. 12.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been undertaken to the goods by any person other than the Company. 12.7 The Company shall not be liable where any goods, the price of which does not include carriage, are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged goods will, if available be supplied by the Company at the prices ruling at the date of despatch. 12.8 The Company is not responsible for any loss which may occur from any of the network providers or associated equipment. GENERAL 13.1 The Company may sub-contract the performance of the Contract in whole or part. 13.2 The Contract is between the Company and the Customer as principles and shall not be assignable by the Customer without the express written consent of the Company. 13.3 The Company shall have a lien on all the Customer's property in the Company possession for all sums due at any time from the Customer and shall be entitled to use sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such sums on 28 days notice in writing to the Customer. Upon accounting to the customer for any balance remaining after payment of any sums due to the Company and cost of sale and disposal, the Company shall be discharged of any liability in respect of the Customer's property. 13.4 The Company may at its discretion suspend or terminate the supply of any goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bonafide believes that any of those events may occur and in the case of termination shall be entitled to forfeit any deposit paid. 13.5 If the goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall indemnify the Company from and against all claims, costs, expenses and liability of any nature in connection with them including any claims whether actual or alleged that the design or specification infringes the rights of any third party. 13.6 All tools, patents, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information, patentable or unpatentable copyright and registered designs arising from the execution of any orders shall become the property of the Company. 13.7 The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose. 13.8 The Customer shall ensure that a suitable earthed mains electricity supply of 240v to Institute of Electrical Engineer's wiring regulations currently in force is available within 3 metres of the Central Processing Unit. CANCELLATION CONSEQUENCES 14.1 When the order has been accepted by The Company as provided in clause 3.1 it is not cancellable except as provided in clause 13.2. 14.2 Should The Company be unable to obtain finance on the terms originally proposed or on other terms acceptable to The Customer then The Company will return the deposit received from The Customer and no further liability shall attach to The Company. 14.3 Without prejudice to any other remedy The Company may have, in the event of The Customer cancelling the contract The Company shall be entitled to charge The Customer for all expenses incurred by The Company in respect of such contract to the date of cancellation and any loss of profit arising by reason of the cancellation of such contract. FORCE MAJEURE 15.1 If the performance of the Contract or any obligations under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the obligated to perform it the party so affected upon giving prompt notice to the other party shall be excused from performance to the extent of the prevention, restriction or interference but the party so affected shall use its best efforts to avoid or remove such causes or non-performance and shall continue the performance under the Contract with the utmost dispatch whenever such causes are removed or diminished. LAW AND CONSTRUCTION 16.1 This Contract shall be governed and construed in accordance with English law. 16.2 All headings contained herein are for ease of reference only and shall not affect the construction or interpretation of the Contract. Telephone services application / agreement - terms & conditions 1. Definitions 1.1 In these conditions (unless the context otherwise requires): "Act" means the Telecommunications Act 1984 and any amendments, modifications, re-enactments or replacements of the Act that have or may be made from time to time; "Global" means Global Telecoms Partners Limited and its successors in title and assigns from time to time; "Agreement" means the Telephone Services Agreement set out overleaf to which these terms and conditions are annexed; "Customer" means the person, firm or company named in the Agreement and includes successors in title to the Services; "The Services" means the telecommunications services such as fixed line and mobile telephone calls, network features and line rentals etc. to be supplied by Global pursuant to the Agreement. 1.2 Words in the singular shall include the plural vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa. 1.3 The headings in these conditions are intended for reference only and shall not affect their construction. 2. General 2.1 These conditions shall apply to the Agreement to the exclusion of any terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Customer to Global and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on Global's behalf. Where Global specifically agrees terms with the Customer in writing those terms shall prevail over any conflicting terms in these conditions. 2.2 Any concession made or latitude allowed by Global to the Customer shall not affect Global's strict rights under the Agreement. 2.3 If in any particular case any of these conditions shall be, or be held to be, invalid or shall not apply to the Agreement, the other conditions shall continue in full force and effect. 3. The Services 3.1 Global undertakes to provide the Customer with the Services covering fixed and/or non geographic special numbers. 3.2 If appropriate, the Customer authorises Global, its Partners, agents, employees or other authorised personnel, to reprogram its telephone equipment and/or install access equipment, charged at its standard rates, in order to provide the Services. 3.3 Where Global installs access equipment it remains the property of Global at all times and will be removed if the Customer ceases to use the Services from Global. 3.4 All times, dates and periods given for performance of the Services are given in good faith but without any responsibilities on Global's part. 3.5 Global's telephone network services will be provided via numerous telephone network providers and not limited to a single supplier. Global may switch between alternative telephone call providers at any time in its supply of the Services for the Customer, so long as its quoted charges to the Customer do not vary outside of the conditions of this Agreement. 3.6 Global may switch between telephone network suppliers if it believes this to be in the best interests of the Customer, for example, to reduce costs, to improve service or to restore service to the Customer in the event of the failure of an alternative network. 4. Agreement period and Termination 4.1 Unless a specific term is agreed, the Agreement shall come into force on and with effect from the date this Application/Agreement is accepted and authorised for and on behalf of Global and shall continue for a standard period of twelve months (subject to the other provisions for termination contained in these conditions) after which either Global or the Customer shall give one month's written notice to the other to terminate this agreement. The Customer shall provide such notice to Global via recorded delivery mail. 4.2 If concessions have been provided from Global to the customer such as, but not limited to, free rental periods, hardware, access equipment, telephone system programming, etc, associated costs must be paid in full to Global at its standard rates should this contract be terminated within a period of less than twelve months. 5. Responsibility of the Customer 5.1 The Customer undertakes not to contravene the Act or any other relevant regulations or licences regarding the provision and use of the Services. 5.2 The Customer shall ensure that its telecommunications apparatus shall at all times confirm to the relevant standard or standards (if any) for the time being designated under the Act and Global shall not be under any obligation to connect or keep connected any of its apparatus if it does not conform or if in Global's reasonable opinion it is liable to cause death, personal injury or damage to properly or to impair the quality of any Services provided by Global or to put Global in breach of Global's obligations to any third party. The Customer shall also comply with all relevant statutes, regulations or other legislation in force from time to time. 5.3 The Customer undertakes to use the Services in accordance with the Act, and any licence granted thereunder. The Customer further undertake not to use the Services: (a) as a means of communication for a purpose other than that for which the Services are provided; or (b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; or (c) for any purpose which Global may notify to the Customer from time to time by reason of any relevant legislation which comes into force. 5.4 The Customer shall indemnify Global from all losses, fines, damages, claims, costs and expenses suffered or incurred by Global arising from or in connection with the Customer's use of the Services in contravention of the provisions of this condition 5 or in breach of any other provision of the Agreement. 6. Global's Access to the Customer's Premises and Provision of Information by the Customer to Global 6.1 To enable Global to perform its obligations under the Agreement: (a) the Customer shall permit or procure permission for Global, Global's Partners, agents, employees and any other persons authorised by Global to have access to the Customer's premises and shall provide such reasonable assistance and information as Global shall request from time to time; (b) Global will generally carry out work during normal working hours, but may request that the Customer provides Global with access to the Customer's premises at other times but such requests shall not oblige the Customer to provide such access; (c) at the Customer's request, Global may agree to work outside normal working hours and the Customer shall pay Global's usual additional charges for complying with such a request. 6.2 If the Customer requests maintenance or repair work which is found to be unnecessary, the Customer may be charged for the work and the costs incurred. Global will give notice that work is considered unnecessary prior to completion or raising relevant charges. 6.3 If the Customer ceases to use the Services, the Customer must allow Global, its Partners, servants or agents full access to its premises such that any access equipment remaining the property of Global can be removed and Global's charges for the installation of such equipment and any related system programming must still be paid. 7. Suspension of Services by Global 7.1 Global may at its sole discretion upon giving the Customer written notice elect to suspend forthwith provision of the Services until further notice without compensation on notifying the Customer either orally or in writing in the event that: (a) the Customer is in breach of any term of the Agreement; or (b) Global are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation or other competent administrative authority, or (c) the Customer has failed to pay any invoices, either related or non-related, to Global or related companies when due. 7.2 Where any suspension of the Services is implemented as a consequence of the Customer's breach, fault or omission (but not otherwise), the Customer shall reimburse Global for all costs and expenses incurred by Global's implementation of such suspension and/or the reconnection of the provision of the Services as appropriate. 7.3 If Global exercises its right to suspend the Services this shall not restrict Global's right to terminate the Agreement. 8. Global's Liability 8.1 In these Conditions, Global does not exclude or restrict its liability for death or personal injury resulting from its negligence or the negligence of Global's employees while acting in the course of their employment and nothing contained within the Agreement shall detract from any of the Customer's rights or Global's obligations which it is under English law prohibited from seeking to exclude or limit. 8.2 In the event that either the Service fails or for any other reason and the Customer's calls are made via, diverted to, or leaked to another telephone call provider, Global shall not be liable for any extra costs incurred by the Customer with that company. Global shall only be entitled to charge the Customer usage charges for calls which the Customer makes through Global pursuant to the Agreement. 8.3 Global does not guarantee that its telephone call charges will at all times be the lowest for every type of call. 8.4 Nothing in these conditions shall impose any liability upon Global in respect of any non-performance or Services which are not performed in accordance with the Agreement arising out of the Customer's own acts, omissions, negligence or default. 9. Charges & Payment 9.1 Unless otherwise agreed in writing, the Customer agrees to pay for the Services by direct debit within fourteen days of the date of Global's invoice, such invoice to be rendered once in each calendar month during the continuance of the Agreement. Fixed, mobile and special numbers telephone call charges will be paid monthly in arrears. Mobile telephone line and features rentals will be paid monthly in advance. Fixed telephone line rentals and associated features will be paid quarterly in advance to accommodate Global's service providers' invoicing methods. 9.2 The Customer shall pay the price for the Services as set out in Global's quotation. Global shall be entitled to decrease its prices at any time, such decreases to apply to all Services provided after the date of the decrease and to be reflected in Global's next invoice. Global shall be entitled to increase its charges at any time and shall give to the Customer 30 day's notice of any such increase, such increase shall take effect after the expiry of such notice. Upon notification of such increase the Customer shall be entitled to cancel the Agreement immediately by giving Global notice in writing within 30 days of the date of its notice of the increase in the charges. 9.3 Global shall prepare and send to the Customer invoices each calendar month covering charges for the Services or in such other form and manner as shall be agreed with the Customer. Usage charges payable shall be calculated by reference to data recorded or logged by Global and not be referenced to any data recorded or logged by the Customer and such data shall, in the absence of manifest error, be final and binding. 9.4 The time of payment shall be of the essence of the Agreement. 9.5 Without prejudice to any other rights it may have, Global is entitled (both before and after any judgement) to charge daily interest on amounts outstanding 14 days after the date of its invoice until payment in full is received, at a rate equal to 2 per cent per annum above Barclays base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Agreement. 9.6 All sums referred to in the Agreement are stated exclusive of Value Added Tax and any other taxes of a similar nature which may from time to time be introduced which shall (if applicable) be charged by Global and payable by the Customer in the same manner as the usage charges. 9.7 The price for the Services shall be due in full to Global in accordance with the terms of the Agreement and the Customer shall not be entitled to exercise any set-off, lien or any other similar right or claim. 10. Termination of the Agreement 10.1 Notwithstanding any other provision of these conditions, either Global or the Customer (without prejudice to its other rights) may terminate the Agreement with immediate effect by giving notice in writing to the other, in the event that: (a) the other is in breach of any provision of the Agreement and (where such breach is remediable) fails to remedy that breach within 14 days of a written notice from the non-defaulting party specifying the breach; (b) the other is subject to bankruptcy or insolvency proceedings which shall mean bankruptcy proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress or seizure; 10.2 Notwithstanding any other provision express or implied in these conditions, Global (without prejudice to its other rights) may terminate the Agreement with immediate effect in the event that: (a) any licence under which the Customer has the right to run its telecommunications system and connect it to Global's system is revoked, amended or otherwise ceases to be valid; or (b) the Customer fails to make any payment when it becomes due to Global. 10.3 On termination of the Agreement for any reason the Customer must pay Global any outstanding usage charges for the Customer's usage of the Services up to the date of termination. 11. Matters beyond reasonable control 11.1 Neither Global nor the Customer shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation 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, any act or omission or Government, highways authorities, other public telecommunications operators or other competent authority, production or supply of services by third parties. 12. No liability for loss of profits and data 12.1 Global shall not be liable for any costs, claims, damages or expenses arising out of its negligence or its breach of contract or statutory duty calculated by reference to the Customer's loss of profits or income or production or by reference to the accrual of any such costs, claims, damages or expenses on a time basis. 12.2 Global shall not be liable to the Customer for any costs, claims, damages or expenses arising as a result of its negligence or for its breach of contract or statutory duty calculated by reference to any loss of anticipated savings or profits whatsoever or for the corruption or destruction of data. 13. Limitation of liability 13.1 Global's aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed a sum equal to one month's billing for the Services by Global to the Customer to a maxiumum of £50,000, based on the average billing for the Services by Global to the Customer over the previous 3 months or since the commencement of the Agreement if the contract commenced within 3 months of the date of the claim concerned. 14. Representations 14.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of Global's Partners. agents or employees shall be construed to enlarge, vary or override in any way any of these conditions. 15. Confidentiality 15.1 Neither Global nor the Customer shall whilst the Agreement is in force or thereafter disclose any confidential information of the other nor any details of the other party's commercial or technical activities or policy except insofar as is strictly necessary for fulfilling its obligations hereunder and except for any disclosure required by statute or law and save for information which is or subsequently enters the public domain. 16. Assignment and sub-contracting 16.1 Global may assign the Agreement with the Customer or sub-contract the whole or any part of the performance of the Services to any person, firm or company without the Customer's prior written consent. 16.2 The Customer shall not assign or delegate or otherwise deal with all or any of its rights or obligations under the Agreement without Global's prior written consent. 17. General 17.1 The Agreement represents the entire understanding between the Customer and Global in relation to the subject matter hereof and supersedes all other agreements and representations made by either the Customer or Global, whether oral or written and the Agreement may only be modified if such modifications is in writing and signed by a duly authorised representative of each of the Customer and Global. 17.2 Failure by either the Customer or Global to exercise or enforce any right conferred by the 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. 17.3 Any notice, invoice or other document which may be given by either the Customer or Global under these conditions shall be deemed to have been duly given if left at or sent by first class post to an address stated overleaf. Invoices or other documents may be sent to the other party's usual or last known place of abode or business and such notice shall be deemed to be served immediately if left at the address for notice or 48 hours after posting if posted as aforesaid. 17.4 The Agreement shall be governed by and construed and interpreted in accordance with English law.. Maintenance Service Contract Agreement - Terms & Conditions 1 Definitions "Act" means the Telecommunications Act 1984. "Agreement" means the Maintenance Agreement set out overleaf to which these terms and conditions are annexed. "Charges" means Maintenance Service Charges and Supplementary Charges. "Commencement Date" means the date the Agreement is signed by "The Customer" and accepted by "The Maintainer". "Customer" means the person, firm or company named in the Agreement and includes successors in title to the Equipment. "Customer Contact" means the person referred to in the Agreement or otherwise nominated by the Customer in writing in accordance with clause 8.1. "The Equipment" means the telecommunications system and ancillary apparatus or such other electronic computer or security equipment of which brief details are set out in the Equipment Schedule which forms part of the Agreement and as further defined in clause 6.1. "Fault Report Call" means a report of a fault in the Equipment made by the Customer Contact to the Maintainer at a telephone number or numbers specified for such purpose by the Maintainer. "Initial Duration" means a period of one year from the Commencement Date where no finance plan exists or the period of the finance plan where such a plan exists or such other period as may be specified in the Special Conditions Schedule. "Maintainer" means Global Telecoms Partners Limited. "Maintenance Service" means the Maintenance Service to be provided to the Customer pursuant to this Agreement by the Maintainer by reference to the Categories more particularly set out in the Agreement. "Maintenance Service Charges" means the Maintenance Service Charges levied by the Maintainer for the Maintenance Service referred to in the Agreement and the Equipment Schedule subject to adjustment as herein provided. "PSTN" means the Public Switched Telephone Network provided by British Telecommunications plc or any other licensed Public Telecommunications Operator. "PTO" means Public Telecoms Operator as defined in s.9(3) of the Act. "Response Period" means the period commencing with the Customer Service Call and ending on the earlier of the time when the Maintainer attends the Site or the time when the Maintainer has given the advice referred to in clause 4.2. "the Site(s)" means the premises where the Equipment is located there being an Equipment Schedule for each such Site (if more than one). "Supplementary Charges" means the fair and reasonable charges for the provision of Maintenance Service hereinafter mentioned which are required by the Customer but which are not covered by the Maintenance Service Charge. 2 Inspection of Equipment /Acceptance Tests 2.1 If the Equipment (or any part thereof) was not installed by the Maintainer or has previously been maintained by a third party the Maintainer shall be entitled to inspect and test the Equipment prior to acceptance thereof and prior to the assumption by the Maintainer of responsibility to provide Maintenance Service in accordance with this Agreement. 2.2 If such inspection reveals:- 2.2.1 that the Equipment or any part of it is not approved pursuant to the Act for connection to the PSTN where requisite or does not meet the applicable UK or EI regulatory standards; 2.2.2 that in the Maintainer's opinion the Equipment can no longer be economically maintained; or 2.2.3 that the Equipment is in unsatisfactory condition or is being overworked or is the wrong model for the required purpose; 2.2.4 that the installation of the Equipment has been undertaken in a manner inconsistent with relevanttelecommunications legislation or such other quality standard as applied to the installation when it was under taken the Maintainer shall inform the Customer and offer a quotation for repairing or replacing the relevant Equipment with the same or appropriate alternative (but equivalent) equipment whereupon the Customer shall (by the Maintainer or a third party) have the necessary corrective work undertaken whereupon the Maintainer will reinspect/test the Equipment. 2.3 Should the Customer fail to make the Equipment available for repair or replacement within a reasonable time and in any event within three months the Maintainer shall be entitled by written notice to immediately withdraw the Maintenance Service (but without prejudice to any accrued rights of the Maintainer). 3 Agreement Period and Termination 3.1 Subject to the provision for earlier determination hereinafter contained the Agreement shall continue in force from the Date of Commencement for the Initial Duration and shall thereafter from year to year unless and until terminated by either party giving to the other 39 days written notice expiring on any subsequent anniversary of the Date of Commencement. 3.2 Either party may terminate the Agreement (without prejudice to accrued rights) by written notice if the other party is in repudiatory breach of any obligation under the Agreement and fails to remedy the breach within 30 days of receipt of a notice to that effect. 3.3 Either party may terminate the Agreement forthwith if the Customer commits any act of bankruptcy or goes into liquidation (except in the case of amalgamation or reconstruction) or enters into an arrangement or composition with its creditors or if a receiver is appointed over the whole or any part of its business or assets. 3.4 Termination of this Agreement for whatever reason shall be without prejudice to any right or remedy of the Maintainer against the Customer from its liability to pay any accrued charges. 3.5 Following termination of this Agreement by either party the Maintainer shall have no liability to refund any Maintenance Service Charge for any unexpired part of a year. 4 Maintenance Service Obligations 4.1 Subject to the terms and conditions hereinafter appearing and subject (in particular) to all Charges due to the Maintainer hereunder having been paid in full the Maintainer shall use all reasonable endeavours to respond to a Fault Report Call within the Response Period appropriate to the Category of Maintenance Service included in the Maintenance Contract and thereafter as soon as possible and without undue delay take all proper steps to correct the fault thereby reported by repairing or at its option replacing all or part of the Equipment. 4.2 The Maintainer further agrees to respond to Fault Report Calls by:- 4.2.1 completing a Fault Report Record which shall include a description of the fault and the Maintainer's expert opinion as to the cause or causes thereof giving reasons such opinion shall be binding on the parties in the absence of manifest error; 4.2.2 carrying out wherever possible remote diagnostic checks from the Maintainer's premises; 4.2.3 providing advice by telephone or fax including advice as to remedial action and checks to be carried out by the Customer; 4.3 For the avoidance of doubt the Maintainer shall following a Fault Report Call (and unless the actions referred to in 4.2.2 and 4.2.3 result in clearance of the fault) promptly (meaning within the Response Period aforesaid) visit the Site of the reported fault in order to diagnose and correct the fault. 5 Categories of Maintenance /Response Times Maintenance Service is available in the following optional Maintenance Service Categories appropriate to this Agreement being referred to and set out on the face of this Agreement. 5.1Sovereign Service Scheme The Maintainer will use all reasonable endeavours to respond to Fault Report Calls within 4 hours for major system failures and within 8 hours for minor system failures and to repair all non-intermittent faults within 16 working hours between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public and bank holidays). Disaster Recovery Scheme Where unanticipated disasters have occurred such as fire, flood, explosion or storm damage the Maintainer will use all reasonable endeavours to provide temporary service for the Customer and to assist in the provision of continuity of their telecommunications operations subject to clauses 6 and 7 below. Sovereign Custom Service Scheme A tailored service representing the unique requirements of the Customer will be provided as per the attached Special Conditions Schedule confirming the details of the customised Maintenance Service Category. 6 Limitations on the Scope of Maintenance Service 6.1 Maintenance Service shall cover the Equipment which shall for the purposes of this Agreement be deemed to include ancillary and block wiring attached to and forming part of the Equipment up to and including the line jack unit(s) and any distribution box(es) but shall be deemed to exclude all telephone extensions equipment other than as may be specifically listed in the Equipment Schedule. 6.2 Maintenance Service Charges for the Maintenance Service extend only to the cost of parts labour and the call-out costs associated with the making good of faults comprising malfunction or component failure in the Equipment caused by fair wear and tear. 6.3 In the event of faults resulting from causes other than fair wear and tear Supplementary Charges will be payable pursuant to clause 7 hereof. Examples of such other causes include:- Misuse, incorrect environmental conditions, including incorrect temperature and humidity levels, faulty manu-facture or design, faulty installation, mains electrical surges or failures, lightening damage, electromagnetic interference, loss of software generated by the Customer, failure of or deterioration of date-expired consumables (including batteries), accidental or wilful damage. 6.4 Maintenance Services do not extend to the provision of electrical work to the Equipment, installing or removing the Equipment or works required due to failure to observe the recommendations of a PTO. 7 Charges 7.1 The Maintenance Service Charges during the Initial Duration shall be payable in advance and as specified on the face of the Agreement in respect of year 1 and subsequent years and shall be payable annually in advance. 7.2 The Maintenance Service Charges for each succeeding period of one year after the end of the Initial Duration may be varied by the Maintainer by no greater percentage that the prevailing Retail Price Index such sum being fair and reasonable and notified to the Customer in writing not less than 28 days before the end of the Initial Period or before the end of each succeeding period of one year, no more than one such increase to occur in any 12 month period. 7.3The Customer shall pay Supplementary Charges inter alia:- 7.3.1 where the Maintainer responds to a Fault Report Call and the fault reported is (due to the cause of the fault) outside the scope of the Maintenance Service as stipulated in clause 6; 7.3.2 where a charge is levied for inspection and testing of Equipment pursuant to clause 2; 7.3.3 where the Maintainer responds to a fault found to be caused by apparatus other than the Equipment; 7.3.4 where work is undertaken at times which are outside the times referred to in the relevant Category of Maintenance Service applicable to the Equipment which is covered by this agreement; 7.3.5 where at the Customer's request the Maintainer undertakes any alteration to the Equipment or extension cabling; or 7.3.6 where performance of the Maintainer's obligations is made materially more difficult or costly as a result of a breach of the Customer's obligations herein; 7.3.7 where at the Customer's request the Maintainer moves the Equipment to suitable alternative premises 7.3.8 where the Maintainer supplies wiring cabling and other components; 7.3.9 where additional or supplementary Maintenance Services are provided to the Customer including (but not limited to) access to a full time emergency telephone support service in response to an emergency Maintenance Service Call. 7.4 All Supplementary Charges rendered pursuant to the Agreement will be fair and reasonable having regard to all the circumstances in which the Maintenance Service giving rise to the Supplementary Charges arose. 7.5 The Maintainer shall not be obliged to undertake any work covered by the Agreement until cleared funds have been received in full and final settlement of any Charges or any other monies then due to the Maintainer from the Customer. 7.6 All Supplementary Charges shall be paid within 30 days of the date of invoice. 7.7 All charges payable hereunder are subject to VAT at the appropriate rates in force from time to time. 7.8 The Maintenance Service Charges shall be due in full to Global in accordance with the terms of the Agreement and the Customer shall not be entitled to exercise any set-off, lien or any other similar right or claim. Any claims by the Customer must be dealt with separately. 8 Responsibility of the Customer The Customer agrees:- 8.1 to nominate a Customer Contact and to notify the Maintainer of any successor Customer Contact. 8.2 to make a Fault Report Call as soon as is reasonably practicable after a fault occurs; 8.3 to allow the Maintainer access at all reasonable times to the Equipment to allow it to undertake the Maintenance Service upon the terms and conditions of the Agreement; 8.4 to care for and operate the Equipment in accordance with the Maintainer's and/or manufacturer's and/or supplier's instructions as applicable; 8.5 not to maintain, service, repair, tamper with or adjust the Equipment or extension cabling; 8.6 to inform and request inspection by the Maintainer of any works undertaken in contravention of clause 8.4 and 8.5 and to undertake any corrective work to the Equipment within 14 days of any request; 8.7 to observe and comply with all common law and statutory regulations relating to health and safety; 8.8 to comply with all PTO requirements and arrange for the provision of any necessary PTO equipment; 8.9 to assist and co-operate with the Maintainer in the remedial action and checks referred to in Clause 4.2; 8.10 to indemnify the Maintainer against all claims arising in circumstances where:- 8.10.1 the Maintainer is unable to maintain the Equipment in good working order due to causes within the Customer's control; or 8.10.2 the Customer has allowed the Equipment to be maintained, serviced, repaired, adjusted or tampered with other than by authorised engineers or agents of the Maintainer; or 8.10.3 the Customer has fitted attachments to the Equipment without the prior authority of the Maintainer. 8.11 to insure the Equipment and keep the same insured in a reasonable sum not less than its full replacement cost against events which may give rise to Supplementary Charges including so far as practicable those set out in clause 6.3. 9 Liabilities 9.1 Except where otherwise expressly stipulated in the Agreement the following provisions set out the Maintainer's entire liability (including liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of its obligations arising under the Agreement and any representation, statement or tortuous act or omission including but not limited to negligence arising under or in connection with the Agreement. 9.2 The Maintainer's liability to the Customer for death or injury resulting from its own or its employees or sub-contractor's proven negligence shall not be excluded but shall be limited to a maximum of £2 million. 9.3 The Maintainer will be liable to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Maintainer, its employees, agents and sub-contractors PROVIDED THAT the Maintainer's entire liability in respect of such damage shall be limited to a maximum of £2 million. 9.4 Notwithstanding any other provision set out herein the Maintainer will not be liable to the Customer:- 9.4.1 for any loss or damage resulting from delay in execution of any works to the Equipment caused by unforeseen circumstances; 9.4.2 for loss of profit, business, goodwill, use of the system, nor any other direct, indirect or consequential loss whatsoever (including loss or damage suffered by the Customer as a result of any causes other than ordinary use) attributable to delay or failure to provide the Maintenance Service; 9.4.3 for any loss or damage whatsoever to any apparatus not included as part of the Equipment; or 9.4.4 for any loss or damage caused as a result of failing to provide the Maintenance Service in accordance with this Agreement or at all due to force majeure including (but without prejudice to the generality of the fore going) acts of God, refusal of licence, fire, industrial dispute, difficulty in obtaining necessary materials or any other factors beyond the Maintainer's reasonable control; 9.4.5 All other express or implied terms, conditions or warranties and any other liability in tort are excluded; 9.4.6 Nothing contained within the Agreement shall detract from any of the Customer's rights or Maintainer's obligations which it is under English law prohibited from seeking to exclude or limit. 10 Assignment 10.1 The Customer shall not assign or transfer the Agreement or any part thereof to any other person, firm or company without the prior written consent of the Maintainer such consent not to be unreasonably withheld. 10.2 The Maintainer may assign its rights and obligations or sub-contract some or all of its obligations under this Agreement to any other company PROVIDED ALWAYS that in all circumstances where the Equipment comprises or includes Relevant Apparatus any such assignee or sub contractor must be an approved and qualified contractor according to appropriate prevailing legislation and PROVIDED FURTHER that in those circumstances the primary liability for the observance and performance of the Maintenance Services pursuant to the Agreement shall remain that of the Maintainer. 11 Miscellaneous 11.1 This document (with any authorised signed addendums attached hereto) contains the entire terms of the Agreement between the parties and any pre-contractual representations made by either party to the other and hereby excluded. 11.2 The Agreement may not be amended except in writing signed by the authorised representatives of the Maintainer and the Customer. 11.3 If any provision of this Agreement shall be rendered invalid, illegal or unenforcable, the remaining provisions shall be unaffected and remain in force. 11.4 All headings contained herein are for ease of reference only and shall not affect the construction or interpretation of the Agreement. 11.5 This Agreement shall be governed and construed in accordance with English law. 12 Notices 12.1 Any notice to terminate given pursuant to clause 3.1, 3.2 or 3.3 shall be given in writing and by recorded delivery mail (receipts must be provided upon request). 12.2 Any other notice given hereunder may be given by sending the same by pre-paid first class post; or by fax (confirmed by pre-paid first class); or by delivering the same by hand. 12.3 Any notice given hereunder shall be addressed / dispatched to the principal place of business for the time being of the party to whom it is addressed. 13 Confidentiality 13.1 If during the performance of its obligations under this Agreement the Maintainer is exposed to any information of the Customer which the Customer identifies as being of a confidential or sensitive nature the Maintainer shall respect the confidentiality of such information and will not use it save insofar as its use is necessary in the performance of its obligations under this Agreement and the Maintainer shall restrict dissemination of such information to its employees on a need-to-know basis. 13.2 The obligations accepted by the Maintainer under clause 13.1 shall not apply to any material which is:- 13.2.1 already known to the Maintainer; 13.2.2 public knowledge or enters the public domain without fault on the Maintainer's part; 13.2.3 lawfully received from a third party; 13.2.4 ordered to be disclosed by a court or other tribunal of competent jurisdiction.