TELEPHONE SYSTEMS & BUSINESS COMMUNICATIONS

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Terms and Conditions

Maintenance period, charge and limits

1. MAINTENANCE PERIOD, CHARGE AND LIMITS

• This Agreement shall start on the commencement date specified overleaf and shall continue for an initial period of 12 months from that date and thereafter from year to year (each year starting on the anniversary of the commencement date) until terminated by notice in writing by either party to the other, such notice to be a minimum of 42 days to have effect from the anniversary of the commencement date next following the date on which such notice is received. Such notice shall be deemed to be received within a week of being posted by recorded delivery to the last known address of the party to whom it is given.
• The Annual Maintenance Charge for the initial period of 12 months shall be the charge specified on the front page of the contract. For each subsequent year during the continuation of this Agreement the Annual Maintenance Charge shall be fixed according to the Company¹s current charges at the beginning of that year for the type and quantity of equipment specified on the front page of the contract. The Annual Maintenance Charge for each year during which this Agreement continues shall be paid before the date on which that year begins together with any applicable VAT or other tax.
• The Maintenance provided by the Company under this Agreement shall not cover:-
  Making good defects in the electricity supply, the network provider connections and/or Host PBX systems.
  Service visits made for these purposes will be charged to the customer at the Company¹s standard rates.

2. MAINTENANCE AND REPAIR

During the period of this Agreement in consideration of the payment of the maintenance charge, the Company shall as soon as reasonably practicable after notification in accordance with paragraph 4 below provide a Maintenance Engineer to carry out, free of any extra charge, during its normal business hours any maintenance of and repairs and replacement to the Equipment, associated wiring and reprogramming of the software inaccessible to the customer through normal operating procedures, (including the provision of any necessary materials and spare parts) that may be reasonably requested by the Customer and that are necessary as a result of fair wear and tear arising from the proper operation of the Equipment.

Any maintenance, repairs or replacements or customer visits necessary as a result of causes other than fair wear and tear arising from the proper operation of the Equipment or communications network may be carried out by the Company but at the Customer¹s expense at the Company¹s current charges.

Causes other than fair wear and tear arising from the proper operation of the Equipment shall include: misuse; incorrect environmental conditions including incorrect temperature and humidity levels; faulty manufacture or design; mains electrical surges or failures; lightning damage; electromagnetic interference; any other accidental or deliberate damage.

All maintenance, repairs or replacements may be carried out at the premises where the Equipment is installed or elsewhere at the option of the Company.

3. ALTERATIONS TO EQUIPMENT AND EXTENSION WIRING

• The Customer, or their Agent, may carry out alterations to extension wiring providing the Company is given 14 days written notice, naming the person who will be carrying out the work.
• The Company reserves the right to make good any defects found on any alterations carried out by the Customer, or their Agent.
• Any alterations to the equipment shall be notified to the Company within 14 working days of commencement of works.
• The Company may adjust the Annual Maintenance Charge if the Equipment is altered. In this event the Customer shall sign a supplementary contract (to include the new Equipment) in accordance with clause 1 (b) above.

4. THE CUSTOMER¹S RESPONSIBILITIES AND LIABILITIES

• The Customer shall notify the Company either orally or in writing as soon as possible of any fault in the Equipment or of any work or maintenance that may be necessary. The Company may at its option repair at its current charges faults or damage that have arisen because of the failure of the Customer to notify the Company promptly.
• The Customer shall not allow the Equipment to be moved, interfered with or tampered with and shall at all times comply with all reasonable advice given by the Company in relation to the operation and care of the Equipment. The Company may at its option repair at its current charges faults or damage that have been caused by such moving, interference or tampering or by any failure by the Customer to comply with the Company¹s directions.
• Should any maintenance, repair, replacement, alteration or addition be made to the Equipment other than by the Company or its authorised installer, the Company may terminate the Agreement with immediate effect by giving the Customer written notice and may retain the Annual Maintenance Charge.
• The Customer shall at its expense comply with all statutory requirements, bye-laws, obligations, regulations, recommendations or instructions relating to the use or testing of the Equipment. The Customer shall obtain and pay for any such licenses, wayleaves, suitable private wires, jack sockets or any other items necessary for the operation of the Equipment. Suitable electric supplies where needed shall be provided and maintained by the Customer at its expense.
• The Customer shall give the Company and its representatives unhindered access to the Equipment and shall at its expense make available mains electric supply and any other facilities and co-operation as may be necessary for the proper maintenance or repair of the Equipment under the Agreement.
• The Customer shall maintain an environment suitable to support efficient operation of the Equipment.
• If the Customer fails to make any payment due within 30 days in respect of the charges incurred by the provisions of this Agreement or fails to observe any other provision of this Agreement, the company shall be entitled to suspend all services until payment is made in full and shall further be entitled to terminate the Agreement with immediate effect by giving the Customer written notice and may retain the Annual Maintenance Charge. Such termination by the Company shall be without prejudice to its own rights accrued at the date of such termination.

5. LIMITATION OF LIABILITY

• The Company will indemnify the Customer
  • (where the United Kingdom Unfair Contract Terms Act 1977 applies to this Agreement) against liability for personal injury or death directly attributable to the negligence of the Company; and
  • against physical damage (but not loss of any data) caused to the Customer¹s tangible property directly arising from the negligence of the Company in connection with the Company¹s maintenance of the Equipment.
• The Company¹s total liability to the Customer under the indemnities contained in this paragraph 5 shall not exceed ten times the Annual Maintenance Charge for one or more related claims arising in any one twelve month period.
• The Company shall in no circumstances be liable for any failure of defective working of the Equipment due to any fault, failure or charge in the electricity supply service and/or the network provider¹s equipment and or Host PBX systems.
• Subject to the provisions of this paragraph 5 the Company shall not be liable to the Customer for any loss, expenses or damage of any kind (direct, indirect or consequential and whether arising from negligence or otherwise) in connection with the Company¹s maintenance of the Equipment or otherwise.
• The Customer acknowledges that it is its responsibility to effect insurance cover in respect of all risks relating to the maintenance of the Equipment not covered by the indemnity in this paragraph 5.

6. GENERAL

• English Law - The Agreement shall in all respects be governed by English law. The parties hereby irrevocably submit to the non exclusive jurisdiction of the English courts.
• Construction - The construction of this Agreement is not to be affected by any heading. Reference to the plural shall include the singular and vice versa.
• Entire Agreement - This Agreement constitutes the entire agreement between the parties and there are no agreements of understandings between them other than those set out herein.
• Waiver - Failure by the Company to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
• Any express or implied waiver by the Company of any term or condition of this Agreement or of any breach or default by the Customer may be terminated by the Company at any time. No such waiver shall constitute a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or default or from enforcing any term or condition of this Agreement.
• Force Majeure - The company shall not be liable in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control.
• Assignment and Transfer - The Customer may not assign the benefit of this Agreement or transfer, delegate or sub-contract any of its duties or obligations without the prior written consent of the Company.

Sales Terms and Conditions

1. GENERAL

• Unless otherwise expressly stated by the Company in writing all quotations are made and orders accepted on the following terms and conditions.
• In these conditions:
  "Company" means PSG Networks Ltd.
  "Contract" means any contract made subject to these conditions.
  "Customer" means any person with whom the Company enters into a contract subject to these conditions:
  "Equipment" means the subject matter of the contract or any part thereof.

2. OTHER PRINTED OR STANDARD CONDITIONS

These Conditions and the Contract constitute the entire understanding of the parties and shall apply to the contract to the exclusion of any other contractual terms and conditions and no contractual terms contained in any document sent by the customer shall be of any effect with respect to the contract unless expressly accepted by the Company in writing. The customer acknowledges that it has not relied on the basis of any representation, warranty, undertaking or statement that is not set out in these conditions. These conditions may not be varied or waived except with the express written agreement of the Company.

3. ORDERS

The Company reserves the right to accept or refuse orders; it may terminate or suspend delivery under the contract without notice in the event of any failure by the Customer to observe or perform any of its obligations or it appears to the Company that the Customer will or is likely to fail to observe or perform any of its obligations.

4. CATALOGUES, ETC

Catalogues, brochures, price lists, drawings and all advertising material and all other documents of a similar nature are subject to alteration without notice and are only an indication of the type of equipment available and shall not be binding on the Company nor be deemed in any way to modify these Conditions.

5. PRICES

All prices are as stated and are exclusive of VAT which will where appropriate be charged at the current rate.

6. CANCELLATION OR ORDERS

The Customer shall have no right to cancel an order unless the Company expressly agrees in writing to the cancellation. In the event of any cancellation of an order the customer shall pay 30% of the total order value against any costs, expenses or losses incurred by the Company prior to or as a result of such cancellation without prejudice to any other rights the Company may have.

7. PAYMENT

Unless otherwise agreed in writing payment is due in accordance with the Terms and Conditions overleaf. Interest, payable on demand, shall accrue from day to day on overdue amounts under the contract at the rate of 2% p.a. above Barclays base lending rate. In the event there is a problem on part of the Order, the customer may (with the express written permission of the Company) hold back only that part of the order which is a Odispute¹. The Customer shall have no right whatsoever to withhold the total amount due or balance to be paid where it is more than the value of the item in dispute.

8. TITLE

The property in the equipment shall remain with the Company until the Company has received payment in full for such equipment. If the equipment is delivered to the Customer until such receipt by the Company the Customer shall be deemed to be a bailee of the equipment. Under the terms of this bailment if payment of the total price for the equipment is not made on the due date the Company shall have the right with or without notice at any time to retake possession of the whole or part of the equipment (and for that purpose to go upon any premises occupied by the Customer).

9. SUPPLIERS

The Company accepts no liability in the event of failure by outside suppliers to meet their responsibilities.

10. LAW

The contract is governed in accordance with English Law.