INTRODUCTION 1.1 This page sets out the general terms and conditions (“General Terms”) which apply to all Products and Services (together “Deliverables”) which we, Pure Communications (UK) Ltd trading as Pure Telecom, a company incorporated in the United Kingdom under registered company number 05767043, whose registered office is at Emstrey House (North), Shrewsbury Business Park, Shrewsbury, Shropshire SY2 6LG, (“we” or “us”) provide to you as our client (“you” or “your”), which Deliverables may be more specifically set out within the relevant Order Terms.1.2 These General Terms explain our duties to you and your duties to us and form part of your agreement with us for all Deliverables we provide you with.
1.3 Our agreement with you is made up of (i) these General Terms; (ii) any specific terms and conditions for specific Deliverables (“Specific Terms”) (as set out in the Appendix); (iii) any project proposal or order form (the nature of which, for specific Deliverables, is more particularly set out within the Specific Terms) issued by us to you in connection with the provision of the specific Deliverables (“Order Terms”) Together the above documents shall constitute and be known as the “Agreement”, and apply to the contract between you and us to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4 When construing the meaning of the Agreement, the documents listed in Clause 1.3 shall, unless otherwise set out in the Specific Terms in respect of specific Deliverables, be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.
1.5 In these General Terms, we refer to the Specific Terms and Order Terms together as the “Additional Terms”.
1.6 Any quotation given by us shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
1.7 Any order placed by you shall only be deemed to be accepted upon your signature of the relevant Order Terms, or, in the event that no Order Terms have been signed, when we provide the Deliverables to you, at which point and on which date the Agreement shall come into existence (“Commencement Date”) (unless otherwise set out in the Specific Terms).
1.8 We may amend these General Terms from time to time as set out in Clause 10. Every time you, as our client, agree new Order Terms for the provision of specific Deliverables you should check these General Terms and the Specific Terms to ensure that you understand the terms which will apply to our Agreement at that time. These General Terms were most recently updated in May 2016.
DEFINITIONS & INTERPRETATION 2.1 The following terms shall have the following meanings in these General Terms and the Specific Terms (unless otherwise defined therein):“Appendix” means the appendix to these General Terms;“Business Day” means any day which is not a Saturday, Sunday, bank or public holiday in England;“Charges” means the total charges set out or provided for within the Order Terms or otherwise provided for or payable under the Agreement, to be paid in accordance with the timeframes specified in these General Terms or otherwise set out in the Additional Terms, in return for supply of the Deliverables;“Clause” means a clause of these General Terms;
“Confidential Information” means in relation to either party, any or all information of a confidential nature (whether in oral, written or electronic form) including trade secrets and information of commercial value known and belonging to that party and concerning its business, suppliers, customers, products or services (including the Deliverables) and any other information which the recipient knows or is notified or has reason to believe is confidential to the disclosing party;
“IP Rights” means any patents, trademarks, service marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registrable or not, in any country (including the United Kingdom);
“Premises” means your premises/property to which, or in which, among other things, the Deliverables may be supplied or installed;
“Products” means any products which we may provide to you, as may be more specifically set out within the relevant Order Terms; and
“Services” means any services which we may provide to you, as may be more specifically set out within the relevant Order Terms.
“Standard Hourly Rates” details of our standard hourly rates can be found at www.pure-telecom.co.uk
2.2 Headings are for convenience only and shall be ignored in interpreting the Agreement.
2.3 Words in the singular include the plural and those in the plural include the singular.
2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.
2.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.8 A reference to writing or written includes email but does not include fax.
PROVISION OF DELIVERABLES 3.1 In consideration for payment by you of the Charges, we shall provide the Deliverables set out within the relevant Order Terms, or otherwise agreed between the parties.3.2 We undertake that the Services will be supplied using reasonable skill and care, and performed in a good and workmanlike manner, using appropriate skills and experience, and having regard to the nature of the Deliverables.
3.3 We warrant that any Products shall be free, and shall remain free until title to the Products is (in accordance with Clause 5) to pass to you, from any third party rights or encumbrances not disclosed to you prior to the Commencement Date, and that you may enjoy quiet possession of such Products except insofar as you may be disturbed by any person entitled to the benefit of any charge or encumbrance so disclosed or known.
3.4 We shall use reasonable endeavours to ensure that the benefit of any third party warranties applicable to any Deliverables we supply is passed on to you. In addition, those warranties set out within the relevant Specific Terms in respect of specific Deliverables (if any) shall apply.
3.5 We shall use reasonable endeavours to provide the Deliverables (including delivering the Products or performing the Services) within a reasonable time. However, for the avoidance of doubt, the timing of performance of any of our obligations arising under the Agreement shall not be of the essence.
3.6 You acknowledge that you have assessed for yourself the suitability of the Deliverables for your requirements. We do not warrant that the Deliverables will be suitable for such requirements, or that any use of the Deliverables will be uninterrupted or error free.
3.7 Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform its duties and obligations under the Agreement and that those persons signing the Order Terms, if any, are duly authorised to bind the party for whom they sign.
3.8 We may, without further notice to you, appoint a suitably qualified sub-contractor to provide the Deliverables or any part of them on our behalf. You will continue to be liable to pay our Charges as provided in Clause 8 below, and shall not be liable directly for any of the fees of any such sub-contractor, unless otherwise agreed.
DELIVERY OF PRODUCTS4.1 We shall deliver the Products to the location set out in the Order Terms or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Products are ready.
4.2 Delivery of the Products shall be completed on the Products arrival at the Delivery Location. We shall not be liable for any delay in delivery of the Products that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products, or your failure to take delivery of the Products.
4.3 If, in the absence of any mitigating circumstances, you have not received any Products within 14 calendar days of the date of your order for those Products, then you are required to give us written notice. In the event that you have not provided such notice on time, and we are able to evidence proof of posting and a signature upon receipt of the Products, the Products shall be deemed delivered.
4.4 In the event that you accept delivery of any Products, you shall be required to give us notice of any fault, mis-description or damage to us within 5 Business Days of receipt of the Products, and provide such reasonable photographic or other evidence that we deem necessary in respect of such fault, mis-description or damage.
4.5 We may deliver the Products by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
TITLE AND RISK5.1 The risk in any Products shall pass to you on completion of delivery.
5.2 Title to any Products shall not pass to you until we have received payment in full (in cash or cleared funds).
5.3 Until title to the Products has passed to you, you shall: (i) hold the Products on a fiduciary basis as our bailee; (ii) store the Products separately from all other goods held by you so that they remain readily identifiable as our property; (iii) not remove, deface or obscure any identifying mark on or relating to the Products; (iv) maintain the Products in satisfactory condition and, to the extent that the Products are not covered under our Payment Protection Plan, keep them insured against all risks for their full price on our behalf from the date of delivery; (v) notify us immediately if you become subject to any of the events listed in Clause 12.2(b); (vi) not purport to sell or otherwise part with possession of the Products, and (vii) give us such information relating to the Products as we may require from time to time, but you may use the Products in the ordinary course of your business.
5.4 If, before title to the Products passes to you, you become subject to any of the events listed in Clause 12.2(b) or we reasonably believe that any such event is about to happen and notify you accordingly, then, provided the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products and, if you fail to do so promptly, enter your Premises or the premises of any third party where the Products are stored in order to recover them, or suspend the provision of the Deliverables.
YOUR OBLIGATIONS6.1 We may need access to your Premises, office accommodation or other facilities, information, tools and resources for, and during the course of, the provision of the Deliverables. If so requested you will provide free and unfettered access to these to the extent reasonably requested by us for the purposes of performing our obligations under the Agreement, and, more generally, shall co-operate with us in all matters relating to the Deliverables. You hereby warrant that you are entitled to grant such access, and provide any such information, tools or resources as outlined in this Clause 6.1.
6.2 You acknowledge that, in giving any opinion or advice in connection with the provision of the Deliverables, we rely on the information about you and the Deliverables, and do not seek to establish the reliability of such information. Accordingly, you: (i) undertake to provide complete and accurate information about yourself and about anything which is or may be relevant to the Deliverables and to provide such other information as we may reasonably request; and, (ii) warrant that any such information provided is accurate and complete in all material respects, and not misleading.
6.3 You also agree to, to the extent necessary, prepare your Premises for the provision of the Deliverables, and to obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
6.4 You shall also keep and maintain all materials, equipment, documents and other property belonging to us (Our Materials) at your Premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our instructions or authorisation.
6.5 To the extent applicable, you acknowledge that you will retain responsibility at all times for compliance with all relevant laws, protocols and regulations with respect to Products delivered to you, as well as responsibility for all costs of such compliance.
6.6 If our performance of any of our obligations in respect of the Deliverables are prevented or delayed by any of your acts or omissions or by your failure to perform any relevant obligation (Your Default), or otherwise in the event of Your Default (i) we shall, without limiting our other rights or remedies, have the right to suspend provision of the Deliverables until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent Your Default prevents or delays our performance of any of our obligations; (ii) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure to perform, or delay in performing, any of our obligations where such failure or delay is attributable to Your Default; and (iii) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.
DATA PROTECTION7.1 You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by us and on our behalf in connection with the Deliverables.
7.2 In this Clause 7, personal data has the meaning given in the Data Protection Act 1998.
7.3 If we process any personal data on your behalf when performing our obligations under the Agreement, the parties agree that you shall be the data controller and we shall be a data processor and in any such case: (i) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and fulfil our other obligations under the Agreement; (ii) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf; (iii) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (iv) we shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by you from time to time; and (v) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
CHARGES8.1 The Charges (or the method for calculation thereof) (as applicable) set out or provided for within the Order Terms shall only be fixed with regard to the provision of the Deliverables contemplated by the relevant Additional Terms, and such fixing shall be subject to all the other terms of the Agreement, and in particular to any increases to the Charges attributable to events falling outside of our control.
8.2 Where we have been retained on an ad-hoc basis to provide Deliverables, and no monthly retainer or other fixed fee or retainer arrangement exists (as may be set out within the relevant Order Terms), where: (i) we provide you with additional Deliverables beyond those contemplated by the relevant Additional Terms, or (ii) no Order Terms have been provided to you by us, the Charges for all Services shall be at calculated on a time and materials basis at our then prevailing Standard Hourly Rates for such Services, and you shall be liable to pay the Charges for all Products at the costs specified by us.
8.3 We reserve the right to alter our prevailing Standard Hourly Rates at any time, including during the term of our Agreement with you. Changes to our prevailing Standard Hourly Rates will not affect any Charges which we have specifically confirmed as applying during the term of our Agreement within the relevant Order Terms.
8.4 All Charges for Products quoted within the relevant Order Terms shall be inclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by you when paying for the Products.
8.5 We reserve the right to increase the price of the Deliverables, giving you notice, to reflect any increase in the cost of the Deliverables that is due to: (i) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties and increase in labour, materials, other manufacturing costs, or other increases attributable to the actions of third parties); (ii) any request by you to change the delivery date(s), quantities or types of Products ordered, or your specification for the Products (if any); or (iii) any delay caused by your instructions in respect of the Products or your failure to perform your obligations under the Agreement.
8.6 We shall invoice you for the Charges specified in the Order Terms or otherwise provided for under the Agreement, in respect of Products, on or at any time after completion of delivery, and in respect of Services, on a monthly basis (unless otherwise agreed in the Agreement). You must pay all undisputed Charges set out within each invoice in full and cleared funds within 30 calendar days of the date of the invoice. Timings for payment shall be of the essence of the Agreement.
8.7 Where you dispute any invoice, you shall notify us within 7 calendar days in writing. We agree to provide all such evidence as may be reasonably necessary to verify the disputed invoice, and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. We reserve the right not to supply any further Deliverables to you while such a dispute is ongoing. Where only part of an invoice is disputed, you shall pay the undisputed amount on the due date for payment as set out within Clause 8.6 (or otherwise provided for in the relevant Additional Terms). If the parties have not resolved the dispute within 30 days of you providing us with notice that you dispute the relevant invoice, we reserve the right to terminate the Agreement, whereupon all Charges payable under the Agreement shall become immediately due and payable as per Clause 13.2.
8.8 Payments due under the Agreement shall be made in pounds sterling.
8.9 All sums payable under the Agreement are exclusive of VAT and any other sales or similar taxes, custom duties, withholding taxes or similar charges, for which you shall be responsible.
8.10 You shall have no right to any refund of the Charges paid or payable under the Agreement including on the termination of the Agreement.
8.11 Interest shall be chargeable on any Charges overdue at the rate of 4% above the base rate of National Westminster Bank plc as applying from time to time to run from the due date for payment until receipt by us of the full amount due whether or not after judgement and without prejudice to any of our other rights or remedies.
8.12 All Charges due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to you by us against any amount payable by us to you.
8.13 Any payments made by you and returned by the bank will incur a £15 administration charge, which will be payable by you. Where you are situated outside the UK you shall be responsible for transferring the relevant funds internationally to our nominated account and for paying any fees relating to such transfer.
INTELLECTUAL PROPERTY RIGHTS9.1 Any IP Rights which the relevant party to the Agreement can demonstrate are already held by it at the date of the Agreement or which at any time after the date of the Agreement have been acquired or developed by it entirely independently of the provision of the Deliverables, and of the use of any Confidential Information of the other party, and all modifications thereto and derivative versions thereof created at any time (“Background IP”) shall remain the sole property of that party.
9.2 You hereby grant to us a royalty-free, non-exclusive, non-transferable licence to use your Background IP, if any, as required to allow us to perform our obligations under the Agreement.
9.3 You acknowledge that, in respect of any third party IP Rights in the Deliverables, your use of any such IP Rights is conditional on our obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
9.4 Any IP Rights, other than Background IP, created or developed by us in the course of provision of the Deliverables (“Foreground IP“) shall be our sole property.
9.5 Except as expressly set out in this Contract, all intellectual property rights in our equipment will remain with us or our suppliers or licensors.
9.6 You will not copy, decompile or modify the Software without our prior written consent (except as permitted by law) and will not distribute or disclose the Software to any third party.
9.7 You acknowledge that we have no obligation to review or edit any of your information or third party information which you store on or transmit through our equipment or use in connection with the Services. However, we reserve the right to access, retain and disclose copies of such information for the purposes of:
9.7.1 correcting, maintaining and improving the Services;
9.7.2 complying with any legislation, conditions of our authorisation or the terms of our contracts;
9.7.3 observing the performance of the Services;
9.7.4 retaining a record of activity on our equipment or systems; or
9.7.5 complying with any request for information or disclosure from a court or other appropriately authorised body.
AMENDMENTS TO THESE TERMS10.1 We may, acting in our sole discretion, amend these General Terms and the Specific Terms from time to time.
10.2 Every time we supply Deliverables to you, the terms applying to the Agreement between you and us for the provision of the Deliverables, shall be as outlined in the relevant Order Terms, and as outlined in the version of these General Terms and the Specific Terms in force at the time of the signing (or issuing if no Order Terms have been signed) of the relevant Order Terms.
LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE11.1 Nothing in the Agreement shall exclude or limit our liability for: (i) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (iv) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (v) for defective products under the Consumer Protection Act 1987 (if applicable); or (vi) for any other liability which cannot be excluded or limited under applicable law.
11.2 Subject to Clauses 11.1 and 11.3, our total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed a total aggregate amount equal to 100% of the Charges paid to us pursuant to the Agreement, in the period of 12 months considered retrospectively from the date the cause of action arose.
11.3 Subject to Clause 11.1, we shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of contracts, loss of business or business opportunities, loss of production, loss of turnover or revenue, loss of availability, any loss or corruption (whether direct or indirect) of data or information provided by you, loss of anticipated savings, wasted expenditure, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by you, or for any consequential, indirect or special loss or damage howsoever arising and of whatsoever nature (even if we had been advised of the possibility of you incurring the same) or any punitive or exemplary damages.
11.4 Nothing in this Clause 11 shall affect or limit your obligation to pay Charges properly due under the Agreement.
11.5 Subject to Clause 11.1, the express terms of the Agreement shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
11.6 We shall have no liability to you to the extent that such liability would not have arisen but for Your Default.
11.7 Statements made by us relating to the Deliverables, and all recommendations, opinions, surveys and forecasts (together “Forecasts”) in any communication between you and us, if any, are made in good faith on the basis of information available at the time and such Forecasts are addressed only to you. Whilst we will use reasonable skill and care in the preparation of such Forecasts, neither we nor any sub-contractor engaged by us shall have any liability in relation to losses or damage incurred as a result of or in relation to your reliance on such opinions or recommendations and you expressly acknowledge that such liability is a business risk that you wholly assume.
11.8 Implementation of the results of the Services we provide and your completion of any project of which the Services we provide form part may require the involvement or supervision of or giving advice by us to third parties engaged by you. We strongly recommend that you obtain independent advice before entering into any legally binding commitment with any such third parties. Without limiting any other provision of these General Terms, we will, where appropriate, use reasonable endeavours to assist you in minimising the risk and additional cost or delay relating to the involvement in your project of any third parties involved in manufacturing or the provision of other services or goods to you, however, in no circumstance shall we liable for any of the acts or omissions, or the negligence, of such third parties.
11.9 We may, during the supply of the Deliverables, make statements about or recommendations of third party products or services. We give no warranty in relation to such products or services, and you shall rely solely on the warranties and remedies provided by any such third party with whom you may contract.
TERM AND TERMINATION12.1 The Agreement shall come into effect upon the Commencement Date, and, subject to other terms of the Agreement, shall continue in force until we cease providing Deliverables to you and all outstanding Charges owing to us by you have been paid in full (or as otherwise specified within the Specific Terms), or the termination of the Agreement in accordance with its provisions, whichever is sooner.
12.2 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating the Agreement with immediate effect if: (a) the other party commits any material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of the breach; (b) a petition is filled, an order is made, or a resolution is passed for the winding up or bankruptcy of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the Court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; or (c) a party ceases, or threatens to cease, to trade.
12.3 We may terminate the Agreement forthwith by notice in writing if you purport to assign your rights or obligations under the Agreement.
12.4 Unless otherwise set out within the Agreement, we may terminate the Agreement for any reason upon giving you 3 months’ prior written notice.
EFFECTS OF TERMINATION13.1 Termination of the Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination.
13.2 Upon termination, you shall, at our request, promptly return to us or otherwise dispose of as we may instruct, any Confidential Information which you may have in your possession or under your control and pay to us all outstanding Charges, including interest, due under the terms of the Agreement.
GENERAL14.1 Confidentiality: Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as strictly necessary for the performance of its rights and obligations under the Agreement. The provisions of this Clause 14.1 shall not apply to any information which: (a) is or comes into the public domain without breach of the Agreement; or (b) was in the possession of the receiving party prior to receipt from the disclosing party without an obligation of confidence; (c) was obtained from a third party free to divulge such information; or (d) is required by law to be disclosed to any person who is authorised by law to receive the same (after consultation, if practicable, with the disclosing party). Each party shall notify the other party if it becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
14.2 No Assignment or Sub-Licensing: You may not assign, sub-license, sub-contract, mortgage or otherwise transfer, dispose or otherwise deal with the Agreement or any of your rights or obligations under it without our prior written consent, such consent not to be unreasonably withheld or delayed. We shall notify you of any assignment or sub-contracting of our rights and obligations hereunder.
14.3 Notices: Any notices and other communications required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s registered business address from time to time or such other address as either party may notify to the other from time to time in accordance with this clause. Any email shall be sent to the email addresses as set out in the Order Terms or such other email address(es) as agreed between the parties. Any notice shall be treated as having been served on delivery if delivered by hand, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, 4 Business Days after posting if sent by pre-paid first class post, and at the time sent if sent by email (subject to receipt of successful transmission).
14.4 Force Majeure: Neither party shall be liable to the other party for any delay or failure to perform its obligations under the Agreement to the extent and for so long as such delay or failure results from circumstances beyond its reasonable control (an “Event of Force Majeure“) provided that it notifies the other party within 5 Business Days of becoming aware of such event. If any Event of Force Majeure continues for a period exceeding 3 months, either party shall have a right to terminate the Agreement on 30 days’ written notice to the other party.
14.5 Waiver: The failure of either party to enforce or to exercise any term of the Agreement does not constitute a waiver of such term and shall in no way affect that party’s right to later enforce or to exercise it.
14.6 Severability: The invalidity or unenforceability of any term of, or any right arising pursuant to, the Agreement shall not affect the validity or enforceability of the remaining terms or rights.
14.7 Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between them whether oral or in writing. Any samples, drawings, descriptive matter or advertising issued by us and any illustrations or descriptions of the Deliverables contained on our website or in our advertising material are issued or published for the sole purpose of giving an approximate idea of the Deliverables described in them. They shall not form part of the Agreement or have any contractual force.
14.8 Survival: The terms of Clauses 1, 2, 6.4, 6.5, 7, 8.10, 8.11, 9, 10, 11, 12, 13 and 14 shall survive expiry, variation or termination of the Agreement. Where such other terms in these General Terms or Specific Terms can be anticipated, from their nature or context, to survive expiry, variation or termination, such terms shall remain in full force and effect notwithstanding expiry, variation or termination of the Agreement.
14.9 No Variation: Without prejudice to our right to amend these General Terms, or the Specific Terms, from time to time, no variation of, or amendment to, these General Terms or the Specific Terms shall bind either party unless made in writing and signed by authorised representatives of both parties.
14.10 Independent Contractors: The relationship of the parties is that of independent contractors dealing at arms’ length and nothing in the Agreement shall be construed so as to constitute the parties as partners, joint venturers, agents of the other, or co-owners or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither party shall hold itself out as entitled to do the same. Nothing in the Agreement shall create or be deemed to create the relationship of employer and employee.
14.11 Governing Law: The construction, validity and performance of the Agreement shall be governed by the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.
14.12 Third Party Rights: Notwithstanding any other provisions of the Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
14.13 Remedies: Except as herein expressly provided otherwise, the rights and remedies provided in the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.14 Non-Solicitation: From the Commencement Date, and for a period of 12 months from the termination of the Agreement, neither party shall (except with the prior written consent of the other) solicit the employment of any person who is employed by the other party in the course of providing the Deliverables, other than by means of a general advertising campaign open to all comers and not specifically targeted at any of the employees of the other party.
14.15 Publicity: The provisions of Clause 14.1 notwithstanding, we reserve the right to publicise the fact of the Agreement, your identity, and details concerning the nature of the Deliverables provided to you for, inter alia, marketing and promotional purposes.
INTRODUCTION 1.1 This page sets out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) we, Pure Communications (UK) Ltd trading as Pure Telecom, a company incorporated in the United Kingdom under registered company number 05767043, whose registered office is at Emstrey House (North), Shrewsbury Business Park, Shrewsbury, Shropshire SY2 6LG, (“we” or “us”) provide mobile telecommunications devices and associated products (“Products”) and associated services, including Support Services (“Services”) to you as our client (“you” or “your”), as may be more specifically set out within the relevant Order Terms.1.2 Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.1.3 These Specific Terms apply to the Agreement between you and us for the supply of the Deliverables. Please note that by ordering any such Deliverables from us, you agree to be bound by the terms of our Agreement. Where we provide any products or services to you other than the Deliverables the provision of such products or services shall be governed by the relevant Additional Terms applying to such products or services. Separately, you shall also be bound by any terms and conditions or agreement which may apply to or exist between you and your Network Provider in respect of the Deliverables.1.4 You should print a copy of these Specific Terms or save them to your computer for future reference.1.5 We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated in May 2017.1.6 We are providing you with mobile Services using approved phones, SIMs and network resources provided by our Network Provider and our Network Provider using their Mobile Network Operator (MNO).
1.7 These Conditions only cover the terms on which you may use the Services, Equipment and Software.
1.8 Services will be provided within our network provider, or its MNO’s network area in the UK and by roaming on to other networks but it’s always possible under such circumstances that the quality or coverage may be affected at times.
1.9 This Agreement and your obligations under this Agreement will commence on the date you sign the order form. Our obligations under this agreement will commence on the Connection date.
1.10 You agree that we, our network provider, our MNO and our hardware supplier can process your organisation’s information and End Users personal data, which we collect or which you submit to us during any sales or registration process, for a number of purposes, including to open and manage an account for Services, to deliver products and services ordered by you, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing
DEFINITIONS & INTERPRETATION 2.1 The following terms shall have the following meanings in these Specific Terms:“Agreement” means the agreement between us for the provision of the Deliverables;“Charges” means the total charges provided for under the Order Form and the Proposal and otherwise provided for under the Agreement, to be paid on the dates specified by us in the Proposal (or otherwise stipulated by us) in return for the supply of the Deliverables;“Clause” means a clause of these Specific Terms;“Deliverables” means the Products and the Services together;“Initial Term” means the initial term set out within the Order Form, which shall, in any event, be no less than 12 months or the term of any agreement in place between you and your Network Provider (whichever is greater);
“Incentives” means any redemptions or similar promotional deals offering you a financial incentive or rebate when you enter into an Agreement with us, as may be further specified within the relevant Order Terms, including; any “Buy Out Sum” that may be paid to you to allow you to break your pre-existing contract with a third party, “Cashback” sum or “Hardware Fund” being a fixed amount of cash available to purchase hardware subject to the terms of this agreement;
“General Terms” means our general terms and conditions for the supply of products and services, which shall apply to the Agreement between us in addition to these Specific Terms and any Order Terms;
“Liquidated Damages” has the meaning given in Clause 13;
“MNO” means mobile network operator;
“Network Provider” means the telecommunications company which provides, among other things, the mobile network and telecommunications infrastructure for the Products and with whom you will have a separate contract;
“Order Form” means any order form provided by us in connection with the Deliverables;
“Order Terms” means, in respect of the provision of the Deliverables, the Proposal and the Order Form;
“Our Representative” means your account manager as set out within the Order Form;
“Products” means the hardware or products described in the Order Terms during the term of this agreement;
“Proposal” means any proposal submitted to you by us in respect of the supply of the Deliverables;
“Specific Terms” means, in respect of the provision of the Deliverables, the terms and conditions in this Schedule A;
“Support Services” means the support services specified in our “Service SLAs” document, the timings for delivery of which shall be, for the avoidance of doubt, indicative only, as well as the other account management services we provide;
“Tariff” means the applicable tariffs as set out in the Order Terms; and
“Your Representative” means the person duly authorised by you to act on your behalf for the purposes of the Agreement and identified to us by you under Clause 4.2.
SUPPLY 3.1 Following signature of the Order Form, and in consideration for payment by you of the Charges, we shall provide the Deliverables to you in accordance with the Agreement.
CUSTOMER OBLIGATIONS 4.1 You shall co-operate with us in all matters relating to the provision of the Deliverables and, in particular, co-operate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;4.2 Upon signing the Order Form, you shall confirm to us the name of the person appointed as Your Representative for the purposes of the Agreement. Your Representative shall have the authority to bind you in all matters relating to the Agreement.4.3 Upon your signing of the Order Form, we shall also confirm to you the person nominated as Our Representative for the purposes of the Agreement. Our Representative shall be your first point of contact for any queries in relation to the subject matter of this Agreement.4.4 If our performance of any of our obligations under the Agreement is prevented or delayed by you, or your agents’, sub-contractors’, consultants’ or employees’, acts or omissions, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.4.5 You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of you obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.4.6 You shall only use equipment authorised for use on the network.
4.7 You shall not:
(a) use any equipment or Services for any purpose that we (acting reasonably) believe is abusive, a nuisance, illegal or fraudulent; or
(b) do anything that causes the network to be impaired or damaged.
4.8 Where a specific individual causes you to be in breach of your obligations of this Agreement, we shall be entitled to suspend such individual’s use of the Services. Before exercising this right, we shall notify you of our intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise we shall notify you as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a reconnection charge.
4.9 During any period of suspension, you shall continue to pay all charges due under this Agreement in respect of the suspended Services.
4.10 You may use the equipment and/or Services to access the internet and services not provided under this Agreement. We accept no responsibility for these services, including where in accessing the service, you give unauthorised parties access to the equipment.
SERVICES AND COVERAGE 5.1 We shall use reasonable endeavours to provide you with the Services and to ensure the security of your communications at all times during such provision. However, due to the nature of mobile technology, it is impossible to provide a fault-free service.5.2 We shall use reasonable endeavours to give you access to overseas networks; however, we shall not be responsible for the performance of overseas networks or any part of the network not controlled by us. Overseas networks may be limited in quality and coverage and access and service availability depends on the arrangements between the Network Provider or MNO and overseas operators. We will notify you of any terms of access (if any) that you need to comply with to use the Overseas Network.5.3 You will also be able to upload and send your own content using the Services. You grant us, the Network Provider, or its MNO, a royalty free, perpetual and worldwide licence to store, transmit or otherwise deal with any content you upload on the Services.5.4 We may:(a) change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content; and(b) also determine how Services are presented and delivered to the handset or are otherwise made available to you. We can change the way they are presented, delivered or otherwise made available to you at any time.
LIMITATION OF SERVICES 6.1 We will always try to make Services available to you. However, Services are only available within our coverage area (which comprises a video service area and a voice & picture area within the UK). Within this, there may be areas where you do not have access to all Services or where coverage is otherwise limited or unavailable. For more information about coverage, please contact us.
DISRUPTION TO SERVICES 7.1 There may be situations when Services are not continuously available or the quality is affected and so we cannot guarantee continuous fault-free service. For instance(a) when we, our network provider, or its MNO need to perform upgrading, maintenance or other work on the network or Services;(b) when you move outside our video service area whilst you are on a Call (in this case Calls may not be maintained);(c) when you are in areas not covered by our network. In these cases Services rely on other operators’ networks where we have no control;(d) during any technical failure of the network;(e) when it is necessary to safeguard the security and integrity of the network or to reduce the incidence of fraud;
(f) where artificially inflated traffic has been identified;
(g) due to emergency planning measures; or
(h) because of other factors outside our control, such as the features or functionality of your handset, regulatory requirements, lack of capacity, interruptions to services from other suppliers, faults in other communication networks, the weather or radio interference caused by hills, tunnels or other physical obstructions. We shall endeavour to keep all such disruptions to a minimum and shall give you notice of such disruptions where reasonably practicable.
SUSPENSION OF SERVICES 8.1 We may suspend any or all of the Services you use immediately and without notice, compensation or liability to you if:(a) we reasonably believe you have provided us with false or misleading details about yourself;(b) we advise you that your excessive use of Services (as may be defined within the Agreement or within fair usage policies as may be published from time to time) is causing problems for other users, and you are continuing to use Services excessively;(c) we believe your handset or SIM has been lost or stolen;(d) we reasonably believe that you have used Services, the SIM(s) or a phone number for illegal or improper purposes or to make nuisance calls in contravention of our responsible use requirements;(e) we receive a serious complaint against you which we believe to be genuine (for example, if we receive a complaint that you are using Services in any of the ways prohibited);
(f) we are required to Suspend your Services by the emergency services or other government authorities;
(g) if we have provided you with a locked handset and we reasonably believe you have permitted your handset to be unlocked via any unauthorised manner and/or have not paid any relevant Charges due in contravention of these Conditions;
(h) we reasonably believe you are using the Service for a voice over internet protocol service or similar service;
(i) a SIM has been inactive for two consecutive quarters;
(j) we reasonably suspect you are using a GSM Gateway;
(k) your usage is adversely affecting the operation of the mobile network or provision of the mobile services;
(l) your usage is or may adversely affect the operation of the mobile network or any third party network or provision of the mobile services or the provision of services by us to any other person; or
(m) we suspect fraudulent, criminal or illegal activities are being carried out, or are likely to be carried out.
8.2 We may turn off your messaging services if they are inactive for an extended period of time – we will let you know before this happens. If we do turn off your messaging services we will have no obligation to maintain any of the content in your messaging services, or to forward any unopened or unsent messages to you, or anyone else.
8.3 if we suspend any or all of your Services, you will still be able to make emergency calls (unless they have been suspended at the request of the emergency services).
8.4 If your Services are suspended, we may agree to re-connect you if you ask us to do so and there may be a re-connection charge for this.
CHARGES 9.1 Although the method for calculation of the Charges outlined in your Order Form will be fixed for the Initial Term of the Agreement (subject to the other provisions of the Agreement and any increases introduced by the Network Provider or otherwise outside of our control), we reserve our right to alter our prevailing rates for provision of the Deliverables at any time and without prior notice.9.2 Orders are binding on both parties from the date of acceptance by us. If acceptance is not expressed, it shall be deemed to have occurred on dispatch of Equipment or our activation of your Service. For the avoidance of doubt, if you do not ask us to activate your service then we will activate your service within 10 working days of receipt of your order, unless we agree otherwise with you in writing, from which point you will become liable for all charges.9.3 Charges in relation to usage of the Products are set out in the Order Form and associated Tariffs. The Order Form will set out where you can find details of all applicable charges in relation to the Tariffs.9.4 Where you choose to take a bundle as your Tariff, all call types not included in the bundle and calls included in the bundle that exceed the allowance will be chargeable at standard pricing, or as otherwise agreed in writing.9.5 All bundles, metered and unmetered tariffs are subject to the fair use policy which will be as detailed in the tariff documentation.9.6 Charges for international and national roaming Services shall be made available to you after such charges have been received by us. Due to the nature of these Call types they may be invoiced to you several months in arrears and there shall be no time restriction on the invoicing of these Calls and standard payment terms shall apply to these charges.
9.7 Notwithstanding clause 9.6, charges for other mobile Calls may be invoiced up to 12 months in arrears and standard payment terms shall apply to these charges.
9.8 Where you are offered a Hardware Fund as part of your Tariff(s), such fund shall only be available for the duration of the Initial Term. A Hardware Fund may only be used to purchase mobile equipment and you may take some or all of your allocated hardware fund as a credit against your account only if agreed with you in writing in advance. Should you fail to use your hardware fund within the Initial Term any remaining balance shall not be carried forward.
THE PRODUCTS 10.1 You shall be responsible for the safe keeping and safe use of any Products provided to you during the Initial Term. In particular, you agree during the Initial Term to use all Products with reasonable care in accordance with their relevant operating specifications or manufacturer’s instructions, and not to use any Products we have supplied under the Agreement in conjunction with any equipment which we, or the Product manufacturers, did not supply or otherwise approve of in advance.10.2 Any Products we provide to you should, as applicable, comply with the standards set by the Telecommunications Act 1984 (Act) and any subsequent or related legislation. We shall not be under any obligation to connect or keep connected any equipment if it does not comply with the Act or if in our reasonable opinion it is likely to cause death, personal injury, and damage or to impair the quality of the Services we provide. You agree to use all applicable Products in accordance with the Act.10.3 We operate a minimum usage policy in respect of any mobile devices/SIM cards we supply to you to which you must adhere. In general, there must be a reasonable level of genuine and regular outbound call usage. Each mobile device/SIM card we supply to you must make an average of at least 10 minutes per month of outbound calls (or SMS/ GPRS usage of equivalent value, i.e. £1+) over a rolling three month period, to be considered “active” at the time the handset is assessed. If at any time during the Initial Term there is a significant drop in usage of the relevant mobile devices/SIM cards, or there is otherwise a failure on your part to adhere to any of the provisions of this Clause 10.3, we shall be entitled to terminate the Agreement forthwith and/or recover any Incentives paid under the Agreement in addition to all losses and charges which we may incur as a result of doing so.10.4 Title to the Products shall be deemed to pass to you upon the expiry of the Initial Term provided that all outstanding Charges due under the Agreement at that date have been paid in full, and no liability is otherwise outstanding from you to us under the terms of any Agreement between us.10.5 SIM Cards shall remain our property at all times and you shall be entitled to use the SIM Cards (including any Software they contain) provided for use with the Services only.10.6 You warrant that SIM Cards are only used with your authorisation and you will inform us as soon as is reasonably practicable after you become aware that a SIM Card is lost, stolen or damaged. You shall be liable for any loss or damage suffered by you as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that you have notified us that such SIM Card is being used without your authorisation. For the avoidance of doubt, in the event of a lost or stolen SIM card your liability will cease once you have advised us verbally (we may also ask you to confirm this in writing). Following such notification the SIM card will be barred for all usage but we are unable to bar the equipment itself. You will be liable for all costs until such time you verbally request the bar to be placed.
10.7 We shall allocate telephone numbers to you which you shall only use to access the Services. We may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from the Regulatory Authorities, but will exercise all reasonable endeavours to minimise any disruption to you. We may withdraw telephone numbers that have been allocated to you as a result of your failure to comply with this Agreement. If you decide to transfer a mobile telephone number allocated by us to you, we shall, subject to Clause 14, transfer your mobile telephone numbers to your nominated mobile network operator for your use in accordance with OFCOM regulations.
10.8 Each SIM may only be used in handsets which are enabled for Services and are authorised by us for Connection to our network. Any attempt to use the SIM in other handsets may result in serious damage to the handset and may prevent you from being able to use it, including the making of emergency Calls. In these instances, we, our network provider, or its MNO, are not responsible for any such damage or usage problems.
INCENTIVES 11.1 From time to time we may offer you Incentives to enter into an Agreement. Where we do, the nature and value of any such Incentives shall be set out within the relevant Order Terms.11.2 Without limiting any of our other rights or remedies, if you, at any time, fail to perform or delay in performing any of your obligations under any contract with us (including where any Charges are outstanding, or where you purport to terminate/break the Agreement during the Initial Term), we reserve the right to, acting in our discretion: (a) withhold any Incentives otherwise due to you under the Agreement, (b) otherwise set-off any amount owing to you by us against the payment of any Incentives or (c) claim repayment of the value of any Incentives paid to you pursuant to any Agreement. Such failure shall also disqualify you from receiving any Incentives to which you may have been entitled in the future were it not for your failure to perform or delay in performing any of your obligations under the Agreement.11.3 Where, as part of any Incentive, we offer you a fixed price line rental via cash-back or line credit, this fixed price is dependent on the Network Provider not increasing the price of its services. Where the price of the services is increased by the Network Provider, this is done independently of the Agreement. The amount of payments you receive as part of any Incentive will remain static for the duration of the Agreement and you will remain liable to the Network Provider for any increased charges.11.4 You shall also be liable to repay any Incentives paid to you where it has not been possible to fully fulfil your order for the Deliverables for reasons outside of our control (including due to any failure of the Network Provider, for example, a failure to provide adequate connections for the Products), and you are entitled or permitted to, and elect to, terminate the Agreement as a result.
CHANGE CONTROL 12.1 Either party may submit written requests for changes to the Agreement (or any part thereof) to the other party during the term of the Agreement. We shall advise you of the likely impact of any such change, including, but not limited to, any effect on the Charges.12.2 The parties shall in good faith discuss changes proposed in accordance with Clause 12.1 as soon as reasonably practicable. Until such time as a change control document is agreed (such agreement not to be unreasonably withheld or delayed by either party) and signed by both parties, covering such change, including any change to the Charges and/or the Proposal, both parties shall continue to perform their respective obligations under the Agreement as if such change had not been requested.
LIQUIDATED DAMAGES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 13.1 If you purport to terminate/break the Agreement during the Initial Term, you shall pay us on demand a sum calculated as the sum total of the remainder of all total monthly Charges, (such monthly Charges to be calculated as the mean average of the monthly Charges paid or liable to be paid for each month over the Initial Term prior to the date of your purporting to terminate/break the Agreement or ceasing to pay any Charges due thereunder) for each remaining month (or parts thereof) of the Initial Term from the date of your purporting to terminate or break the Agreement, or ceasing to pay any Charges due thereunder, less any amount paid by you to your Network Provider by way of an early termination or break fee (we reserve the right to request written evidence of such a payment), which resulting figure shall be multiplied by £0.56 and paid in addition to a sum calculated at the value of any Incentives provided to you and an administrative fee of £30 in respect of the work (calculated on a time and material basis) involved in transferring each telephone number you have taken out under the Agreement in acknowledgement of our reasonably incurred administrative costs (Liquidated Damages).13.2 By agreeing that these Specific Terms and the General Terms govern the Agreement between you and us, you confirm and we confirm that this sum represents a genuine and reasonable pre-estimate of our loss, based upon our experience of the industry and the nature of the costs we may incur.13.3 For the avoidance of doubt, your payment of the Liquidated Damages shall be without prejudice to any of our other rights and remedies and shall not affect your liability to pay any other amount which may be due under the terms of the Agreement, including without limitation, any accrued interest in respect of any overdue payments.
TERM AND TERMINATION 14.1 The Agreement between you and us in respect of the provision of the Deliverables shall come into effect on the date of signing of the Order Form and, subject to the other provisions of the Agreement, shall continue in force for the Initial Term. Following expiry of the Initial Term, the agreement shall be terminated on one month’s notice by either party.
EFFECTS OF TERMINATION 15.1 Termination of the Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination.15.2 Upon termination of the Agreement due to your breach of the Agreement, you shall, upon our request, (a) promptly return to us the Products (for termination/break of the Agreement during the Initial Term only), (b) pay the Liquidated Damages, (c) repay any Incentives (or the liquidated value of same) provided to you; and/or (d) pay any other outstanding Charges that may be due under the terms of the Agreement.15.3 In the event that you terminate or purport to break the Agreement for any reason we shall not, under any circumstances, be liable for the costs of any alternative supplier or Network Provider you may source.15.4 Upon termination of the Agreement for any reason, you shall, at our request, promptly return to us or otherwise dispose of any Confidential Information which you may have in your possession or under your control, and pay to us all outstanding Charges and other payments, including interest, due under the terms of the Agreement.15.5 If a request is received to port a mobile telephone number to another provider, we will not be obliged to provide a porting authorisation code (“PAC”) to you unless:(a) the Initial Term has expired; and
(b) there are no outstanding amounts due from you to us in relation to this Agreement.
15.6 If this agreement ends, we will close your account and disconnect you and you will not be able to use Services or make emergency calls.
15.7 You must immediately pay all Charges you owe up to the date the agreement ends.
15.8 You will not be entitled to any remaining Hardware Fund following termination of this agreement.
SERVICES – AREAS WHERE WE HAVE NO RESPONSIBILITY 16.1 We will try to ensure the accuracy, quality and timely delivery of Services. However:(a) we, our network operator and its MNO, accept no responsibility for any use of, or reliance on, Services or their content, or for any disruptions to, or any failures or delays in, Services. This includes, without limitation, any alert Services or virus detection Services; and(b) subject to these this Agreement we, our network operator and its MNO, do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of Services or their content. They are provided to you on an ‘as is’ basis; and16.2 We, our network operator and its MNO, will not be liable:(a) for any loss you may incur as a result of someone using your PINs or passwords, with, or without, your knowledge; or(b) if we or they cannot carry out our duties, or provide Services, because of something beyond our control,
(c) for any direct or indirect costs or losses as a result of errors in programming, for example in relation to the fixed dialling number SIM functionality.
16.3 This Section will apply even after this agreement has ended.
LIMITS ON OUR LIABILITY 17.1 All of our obligations to you relating to Services are set out in your agreement. If you wish to make any variations to this agreement or rely on any other term, you must obtain our agreement to the variation or term in writing.17.2 Except as set out in 17.3:(a) all other terms, conditions and warranties relating to Services are excluded;(b) our, our network operator’s and its MNO’s, entire liability to you for something we do or don’t do will be limited to £3,000 for one claim or a series of related claims; and(c) we, our network operator and its MNO, are not liable for any loss of income, business or profits, or for any loss or corruption of data in connection with the use of Services. We, our network operator and its MNO, are not liable for any loss or damage that was not reasonably foreseeable when you entered into the agreement.17.3 Nothing in this agreement removes or limits our liability for fraud, for death or personal injury caused by our negligence or for any liability which can’t be limited or excluded by applicable law.
17.4 This Section will apply even after this agreement has ended.
GENERAL 18.1 Conflict: In the event of any conflict or inconsistency between the constituent parts of this Agreement, they shall prevail in the following order: (a) the Order Form, (b) the Proposal (c) these Specific Terms, and (d) the General Terms.18.2 Information Security: An account for Services, to deliver products and services ordered by you, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing (subject to your preferences) as set out in our ‘Privacy Notice’.18.3 Software Licence: (a) Equipment and Services provided under this Agreement may contain or use Software. This Software is generally not owned by us. Any Software that is used by Equipment or Services shall be governed by the terms of the shrink wrap or click through Software licence provided with the relevant Equipment or Service.
This page sets out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) we, Pure Communications (UK) Ltd trading as Pure Telecom, a company incorporated in the United Kingdom under registered company number 05767043, whose registered office is at Emstrey House (North), Shrewsbury Business Park, Shrewsbury, Shropshire SY2 6LG, (“we” or “us”) provide Unified telecommunications devices, associated products, (“Products”) and associated services, including Support Services (“Services”) to you as our client (“you”), as may be more specifically set out within the relevant Order Terms.1.1 Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.1.2 These Specific Terms apply to the Agreement between you and us for the supply of the Deliverables. Please note that by ordering any such Deliverables from us, you agree to be bound by the terms of our Agreement. Where we provide any products or services to you other than the Deliverables the provision of such products or services shall be governed by the relevant Additional Terms applying to such products or services.
1.3 You should print a copy of these Specific Terms or save them to your computer for future reference.
1.4 We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated in May 2017.
DEFINITIONS & INTERPRETATION “Acceptable Use Policy” means our policy for the use of the internet related Services as provided to you from time to time.“Charges” mean the charges payable by you to us for the provision of the Services as set out in the Order Form or any revised version of the Order Form notified to you in accordance with Clause 7.2 together with all applicable taxes and any interest due in accordance with Clauses 7.3 and 7.5.“Committed Period” means in respect of each Service, the minimum period of twelve months or such other minimum period as set out in the Order Form. You may end this Contract or any individual Service by giving us 90 days’ notice, such notice not to expire before the end of the applicable Committed Period.
“Contract” means these General Terms and Conditions the Order and any other document specifically incorporated into this contract in writing.
“Equipment” means any hardware and/or software used by us to provide the Services.
“Facility Limit” means the usage, web space, bandwidth or other capacity or volume measure indicated in the Order as the applicable Facility Limit for a Service.
“Legislation” means any applicable legislation, authorisations, permissions, rules, regulations, orders and guidelines relating to the provision and/or marketing of the Services and includes without limitation the Communications Act 2003 the Telecommunications Act 1984, the ICSTIS Code and/or any directives or other requirements issued by OFCOM from time to time.
“Order Form” means the order form provided in connection with the services.
“Order Terms” means the order form and/or proposal which sets out the scope of the service relevant Charges and any special terms which are particular to that Service.
“Proposal” means any proposal document provided with or prior to the Order Form in connection with the provision of the Services.
“Service” means any one of the services described in the Order Terms and services means any combination of two or more such services.
“Service Failures” means any failure error or defect in the provision of the services but excludes failures errors or defects arising from caused by or contributed to by your acts or omissions or third parties including other providers of telecommunications computers or other equipment or services including internet services or any failure error or defect arising as a result of causes beyond our reasonable control.
“Software” means the software provided by us to you, if applicable for the purposes of enabling you to use the services including all associated documentation.
“Start Date” means the target date for the start of the provision of the Services to you.
SUPPLY 3.1 Following signature of the Order Form, and in consideration for payment by you of the Charges, we shall provide the Deliverables to you in accordance with the Agreement.3.2 We will use reasonable skill and care when providing the services.3.3 The services are provided for use by you in the course of your business.
CUSTOMER OBLIGATIONS 4.1 You shall co-operate with us in all matters relating to the provision of the Deliverables and, in particular, co-operate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;4.2 Upon signing the Order Form, you shall confirm to us the name of the person appointed as Your Representative for the purposes of the Agreement. Your Representative shall have the authority to bind you in all matters relating to the Agreement.4.3 Upon your signing of the Order Form, we shall also confirm to you the person nominated as Our Representative for the purposes of the Agreement. Our Representative shall be your first point of contact for any queries in relation to the subject matter of this Agreement.
4.4 If our performance of any of our obligations under the Agreement is prevented or delayed by you, or your agents’, sub-contractors’, consultants’ or employees’, acts or omissions, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
4.5 You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of you obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.
4.6 You agree that you will not use the services in a way which would:
4.6.1 contravene or cause us to contravene any legislation;
4.6.2 contravene our Acceptable Use Policy (where applicable);
4.6.3 compromise the security of our equipment or other systems including by introducing viruses or failing to employ appropriate security procedures;
4.6.4 cause a degradation of service to any of our other customers;
4.6.5 involve the sending of unsolicited marketing or advertising materials;
4.6.6 result in the transmission or storage of any material of a pornographic obscene defamatory menacing or offensive nature or which would result in the breach of any third parties intellectual property rights confidential information or privacy;
4.6.7 breach or cause us to breach any applicable data protection legislation including but not limited to data protection Act 1988;
4.6.8 exceed your facility limit; or
4.6.9 lose or cause us to lose or breach or cause us to breach our authorisation.
4.7 You will indemnify us against any claims proceedings or threatened proceedings from third parties and against any lost or damage suffered by us arising from any breach of your obligations under this contract including this clause 4 and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims proceedings or threatened proceedings.
4.8 You are solely responsible for safe guarding your data by taking back up copies maintaining a disaster recovery process and through any other means you believe appropriate.
4.9 To enable us to perform our obligations under this contract you will obtain all requisite licences consents and permissions and permit or procure permission for us or our agents to have access to your premises and will provide such reasonable assistance and information as we request from time to time. We will routine the work during normal office hours. Any requests by us to carry out work at other times may be refused by you. Any request by you that we carry out work at other times may be refused by us but if accepted such work will be charged to you at our then current standard rates.
OUR EQUIPMENT 5.1 Title of our equipment will pass to you only once the full payment of the hardware has been made as outlined within the Order Form, or if no payment has been set out in the Order Form against the hardware, once all of the Committed Period(s) have ended in relation the Services as set out in the applicable Order Form.5.2 Where equipment is being provided for use at your site you will be responsible for its maintenance and prompt return to us on termination of the Services. Unless we agree otherwise you will be responsible for the installation of any equipment. Where we are to install equipment you grant us and our agents a right of access to your site, on reasonable notice, to install our equipment and in cases to inspect test maintain or otherwise deal without equipment and to recover it in the event that you fail to return it on request.5.3 If any of the equipment supplied is deemed to be faulty during the Committed Period we may (at our discretion) attend to the repair of any fault or supply replacement equipment to be dispatched to your premises and assist in the remote installation. If the equipment is not deemed faulty or the fault is the result of misuse then associated charges for any replacement equipment will apply. Replacement equipment may comprise of new or reconditioned equipment from our maintenance stock.
5.4 Risk in respect of equipment will pass to you on delivery of the equipment to you and you will obtain and maintain all risks insurance cover sufficient to cover and protect our interests in relation to the equipment.
5.5 You will indemnify us against any claims proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from your use of our equipment where a such claims and/or losses arise from the acts or remissions of you or your agents or subcontractors and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims proceedings or threatened proceedings.
YOUR EQUIPMENT 6.1 Except as expressly set out in this Agreement you will be responsible for providing all necessary hardware, software, network facilities and telecommunications services to access and make use of the services provided by us.6.2 You will ensure that your telecommunications equipment conforms at all times with all applicable legislation. We will not be under any obligation to connect or keep connected any customer equipment if it does not so conform or if in our reasonable opinion it is liable to cause death personal injury or damage to property or which will impair the quality of services provided by us or to cause us to lose our authorisation or to put us in breach of our obligations to any third party.
CHARGES AND PAYMENT 7.1 You will pay us the charges as specified in the Order or as subsequently notified to you in accordance with Clause 7.2. Charges will be payable with effect from the date that a service or any part of a service has been activated. If all services specified within the Order have not been activated within 30 days of the first service activation then any charges you have incurred for these services may be refunded at our discretion until all services have been successfully activated.7.2 We may change the charges for any service by giving you 30 days’ notice of such change. The revised charges will apply to all Services provided after the effective date of the notice of change. If we, acting reasonably, consider such changes to be of a material nature, we will offer you the right to cancel the relevant Services prior to the expiry of the Committed Period(s).7.3 All charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s).
7.4 We will issue invoices for the Services in accordance with the payment terms specified in the Order.
7.5 You will pay invoices within 14 days of the date of the invoice unless otherwise agreed. Interest will be charged on all overdue amounts on a daily basis at a rate of 4% above the base rate of the Royal Bank of Scotland Plc. to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount.
SECURITY AND BACKUP SERVICES 8.1 You are responsible for the security of your use of the Services including but not limited to protecting all passwords backing up all data employing appropriate security devices including virus checking software and having disaster recovery processes in place.8.2 Where as part of a service we provide our equipment or services which have the principal purpose of safeguarding the security of the Services received by you we will use reasonable efforts to ensure that as at the date of installation of our equipment or the provision of the services our equipment and/or services comply with the agreed specifications for our equipment and/or services. However we provide no guarantee or warranty with respect to the security of the Services.8.3 Where you are or become aware of any matters which you know or ought reasonably expected to know constitute a threat to the security to the Services you will immediately advise us of such matters.
TERMINATION 9.1 If you fail to pay any charges or fail to comply with your obligations under Clause 7 these failures will be deemed to be material breaches for the purposes of Clause 18.104.22.168 We may terminate this contract with immediate effect by notice in writing if you:-9.2.1 fail to pay any sums due to us within 7 days of receiving written notice from us indicating sums due and demanding payment;
9.2.2 are in material breach of this contract which breach is capable of remedy and fail to remedy that breach within 30 days of receiving the notice specifying the breach;
9.2.3 are in material breach of this contract and that breach cannot be remedied;
9.2.4 commit persistent breaches of contract;
9.2.5 have any authorisation under which you have the right to run your own telecommunication system and connect it to our system removed revoked or amended; or
9.2.6 make any voluntary arrangements with your creditors or become subject to an administrative Order or go into liquidation whether voluntary or compulsory (other than for the purposes of reconstructions or amalgamation) or an encumbrance takes possession of or a receiver is appointed in respect of any of your assets.
9.3 In the event of termination by us in accordance with this clause 9 during the Committed Period you will, in addition to paying all charges remaining for the Committed Period(s) be liable to pay us any cancellation charges as specified in the Order Form and any cessation charges incurred by us from our suppliers in relation to any of the Services.
9.4 We may terminate this contract if we cease to be authorised or if our authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them or if we are prohibited from provided or restricted in our entitlement to provide the whole or any part of the Services.
9.5 On termination of the contract each party will return to the other party any confidential information which it has in its possession.
CANCELLATION AND SUSPENSION 10.1 Where you cancel a Service during the Committed Period for that Service or cancel the Contract during the Committed Period for any Service, you will pay the charges applicable to the unexpired portion of the Committed Period(s).10.2 Where you cancel a Service of the Contract as a result of changes made to this Contract or to the Services by us in accordance with Clause 7.2 or 11.2, you will not be liable for any charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payable.10.3 We may suspend the provision of any Services if:
10.3.1 you fail to meet any of your obligations under this Agreement including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;
10.3.2 we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy;
10.3.3 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
10.3.4 if and to the extent that in our opinion your conduct is likely to result in the breach of any few or is otherwise prejudicial to our interests;
10.3.5 necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; or
10.3.6 we are obliged to comply with any order, instruction or request of a competent governmental regulatory or other authority.
10.4 We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 10.3.1 to 10.3.6 above, will restore the Services as soon as we are reasonably able to do so if we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.
CHANGES TO SERVICE AND CONTRACT 11.1 We may at any time on 30 days written notice to you, vary any of the general terms and conditions, the charges, or any other provisions of this contract, including the technical specification of the services.11.2 If we, acting reasonably, consider such changes to be of a material nature, we will offer you the right to cancel the relevant Services prior to the expiry of the Committed Period(s).
TERM AND START DATE 12.1 This contract will commence on the date when both parties have executed the Order Form and will continue for the Committed Period and thereafter until terminated in accordance with its terms. We will use our reasonable efforts to begin providing the Services by the start date if any stated in the Order Form however the start date and any of the dates given in this contract are estimates and are provided for planning purposes only. We will have no liability for any failure to meet the start date or any other date as time is not of the essence in relation to any matter under this contract.
SUPPORT 13.1 Support in relation to the Service shall be provided on a time and materials basis unless otherwise agreed in writing. Details of our current charge out rates are available at www.pure-telecom.co.uk
GENERAL 14.1 Conflict: In the event of any conflict or in consistency between the constituent parts of this Agreement, they shall prevail in the following order: (a) the Order Form, (b) the Proposal (c) these Specific Terms, and (d) the General Terms.
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