Terms & Conditions
TERMS AND CONDITIONS
“Comms Consulting” Comms Consulting Limited (trading as “Comms Supply”) a company registered in England and Wales under company no. 07242321 whose registered office address is at 30A Elm Hill Norwich Norfolk NR3 1HG
“Conditions” the terms and conditions set out in this document and any special terms and conditions agreed in writing between Comms Consulting and the Customer
“Contract” the contract for the supply of Services
“Customer” the person firm or company named overleaf
“Minimum Contract Period” the Minimum Contract Period as set out overleaf
“Services” each and all of the telecommunications services, being one or all of the installation or transfer of a fixed-line, CPS, broadband, and/or such other services that are set out overleaf or in an order form or other written communication provided by Comms Consulting to the Customer from time to time (including the technical specifications therein).
2. Conditions Applicable
2.1. These Conditions shall apply to the Contract to the exclusion of all other terms and conditions
2.2. No variation to these Conditions requested by the Customer (including any special terms and conditions agreed between the parties) shall not be binding unless agreed in writing between Comms Consulting and the Customer
2.3. Any representations made by Comms Consulting or its employees or agents concerning the Services shall not be incorporated into the Contract unless confirmed in writing by Comms Consulting and by signing overleaf the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
2.4. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other documentation issued by Comms Consulting shall be subject to correction without any liability on the part of Comms Consulting
2.5. This agreement may be amended by Comms Consulting giving a minimum of 30 days’ notice in writing. The terms and conditions that appear on the website of Comms Consulting shall be taken as the current Conditions from time to time.
3. The Service
3.1. The Service does not include any phones or other equipment that may be supplied by Comms Consulting or a third party under a separate agreement. In providing the Service, Comms Consulting agrees to use the reasonable skill and care of a competent telecommunications provider.
3.2. Where the Service includes installation of a new fixed-line, this installation will be carried out by a third party (usually Openreach) and Comms Consulting shall not be liable for any damage or loss caused by any act or omission of the third party installer, its employees or agents.
4.1. The Customer shall ensure that Comms Consulting or any other person authorised by Comms Consulting (including any third party installer) has reasonable access to its premises and the connection points for any Service and shall provide such reasonable assistance as Comms Consulting requests.
4.2. If an appointment is agreed with the Customer for work to be carried out at its premises and the third party installer is unable to gain access at that time or if the appointment is cancelled, Comms Consulting reserves the right to charge an abortive visit charge.
5. Telephone Number
5.1. The Customer has no right to sell or to agree to transfer the number provided to it for use with the Service and shall not purport to do so.
5.2. Comms Consulting will add the Customer’s name, address and the phone number for the Service to the Directory Enquiries Service as soon as reasonably practicable unless instructed otherwise by the Customer.
6. Maintenance, Faults and Alterations
6.1. Comms Consulting may do any of the following:
6.1.1. change the technical specification of the Service for operational reasons;
6.1.2. interrupt the Service for operations reasons or because of an emergency; and/or
6.1.3. give the Customer instructions that Comms Consulting believes is necessary for health or safety or for the quality of the Service supplied to the Customer and other customers.
6.2. Comms Consulting does not warrant that the Service will never be faulty and is not liable for any fault caused where the same has been caused by any other party, including a third party supplier. In the event of a fault in the Service, Comms Consulting shall use its reasonable endeavours to restore the service as soon as possible by liaising with its third party supplier and other third parties as appropriate. Following a fault, Comms Consulting may in its absolute discretion apply for compensation from its third party supplier and any compensation received (less Comms Consulting’s reasonable costs of applying for compensation) shall be passed on to the Customer in such proportions as Comms Consulting deems fair considering the amount of customers affected by the fault.
6.3. If the Customer reports a fault to Comms Consulting and it transpires that there is not a fault or that the Customer (or one of its employees or agents) has caused the fault, Comms Consulting reserves the right to levy a reasonable charge for the work done trying to find and repair the fault.
7. Customer’s Undertakings
7.1. The Customer (and in this clause, the definition of Customer shall include the acts and omissions of its agents and employees) shall:
7.1.1. not use or allow the Service to be used to make offensive, indecent, menacing, nuisance or hoax communications of any nature;
7.1.2. not use or allow the Service to be used fraudulently or in connection with a criminal offence;
7.1.3. not cause or allow to be caused any attachments other than those approved by Comms Consulting for connection to be connected to the Service;
7.1.4. not contravene or allow to be contravened the Telecommunications Act 1984 and any subsequent amendments and subordinate legislation thereto;
7.1.5. maintain its telecommunications apparatus at all times for the duration of the Contract in good working order and in conformation with the relevant standard or approvals as may be required by any Act of Parliament or subordinate legislation in force from time to time;
7.1.6. maintain telecommunications apparatus that is compatible with the Service; and
7.1.7. supply Comms Consulting with all such information as it requests relating to the Customer’s telecommunication apparatus
The Customer agrees to indemnify Comms Consulting against all liabilities, claims, damages, losses and expenses (including legal expenses) on a full indemnity basis arising directly or indirectly from any breach of the undertakings contained in clause 7 above.
9. Performance and Alteration of Service
9.1. Any dates quoted for performance of the Services are approximate only and Comms Consulting shall not be liable for any reasonable delay (or any delay caused by a third party supplier) in performance and time for performance shall not be of the essence unless previously agreed by Comms Consulting in writing
9.2. Any alteration to the Contract specification required by the Customer must be notified to Comms Consulting promptly in which case Comms Consulting may accept such alteration (subject to any increase in charges to reflect the alteration) at its sole discretion
10. Charges and Payment
10.1. The Customer shall be invoiced monthly and agrees to pay all charges within 14 days of the date of the relevant invoice (“the Due Date”), time being of the essence. The charges shall be calculated during the Minimum Contract Period in accordance with the prices outlined overleaf and following the Minimum Contract Period in accordance with the price list published by Comms Consulting and made available to the Customer.
10.2. Payments shall be made by Direct Debit unless otherwise agreed in writing by Comms Consulting. Comms Consulting reserves the right to make a reasonable charge in the event of a failed Direct Debit to cover Comms Consulting’s costs (administrative and otherwise) of dealing with the failed Direct Debit.
10.3. Invoices may include (but are not limited to):
10.3.1. line rental (which is payable monthly in advance);
10.3.2. call charges (payable in arrears and calculated using the details recorded at the telephone exchange)
10.3.3. data charges (see clause 10.5 below)
10.3.4. installation charges (if applicable)
10.3.5. cancellation charges (if applicable)
10.3.6. suspension/reconnection charges (if applicable)
10.4. Unless otherwise stated, all prices and charges are exclusive of VAT.
10.5. All broadband services provided by Comms Consulting are subject to a fair usage policy of 40GB per calendar month, unless otherwise notified in writing. Any usage over and above the 40GB limit will be charged at a rate of £4 per GB or as otherwise notified in writing from time to time.
10.6. Comms Consulting reserves the right to raise further invoices at any time in the event that the Customer incurs abnormal amounts of call charges in any particular month.
10.7. Comms Consulting may ask for a deposit or other security for payment at any time if it is reasonable for it to do so.
10.8. For the avoidance of doubt, the Customer is liable for all charges whether or not used by the Customer itself (including fraudulent use).
10.9. The Customer hereby agrees that it has no right to withhold, offset or deduct any payment whatsoever that is invoiced.
10.10. The Customer shall be charged a cancellation charge following the termination of any broadband service. The charge is currently £32 and is subject to increase and full details of the current cancellation charge from time to time can be found on Comms Consulting’s website.
10.11. The Customer shall be charged a cancellation charge following the termination of any FTTC service. The charge is currently £90 and is subject to increase and full details of the current cancellation charge from time to time can be found on Comms Consulting’s website.
10.12. The Customer shall be charged a suspension and (if applicable) re-connection charge in the event that any Service is suspended by Comms Consulting under clause 11. The suspension and reconnection charges are currently £10 each and are subject to increase and full details of the current suspension and reconnection charges can be found on Comms Consulting’s website.
10.13. If the Customer fails to make any payment by its Due Date (time being of the essence) then Comms Consulting shall be entitled to:
10.13.1. Cancel the Contract and/or suspend any further performance of the Service (whether under this Contract or any other contract with the Customer)
10.13.2. Charge the Customer interest at the rate of 5% per annum above the base rate of HSBC Bank Plc from time to time or in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is the greater) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
11. Suspension of Service
11.1. Comms Consulting may at its sole discretion suspend the Service until further notice in the event that:
11.1.1. Comms Consulting has reason to believe that the customer is in breach of a material term of this Contract including (but without limitation) a failure to make any payment by its Due Date or breach of any of the Customer’s undertakings in clause 7 above; or
11.1.2. Comms Consulting has reason to believe that the Service is being used fraudulently; or
11.1.3. Comms Consulting is obliged to comply with an order, instruction or request of government, an emergency services organization or any other competent administrative authority
11.2. Comms Consulting shall be under no obligation to reconnect the Service following a suspension until any breach of this Contract by the Customer has been rectified and all payments due have been made.
12. Warranties and Liabilities
12.1. Comms Consulting is not liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any breach of this Contract by the Customer or any act, misrepresentation, error or omission made by or on behalf of the Customer or its employees or agents or arising from any cause beyond Comms Consulting’s reasonable control.
12.2. Comms Consulting is not liable for any indirect or consequential loss (including but not limited to loss of profit, revenue, data, goodwill, business, contracts or anticipated savings) howsoever arising suffered by the Customer in connection with this Contract or for any liability of the Customer to any third party.
12.3. Comms Consulting’s maximum liability to the Customer under or in connection with this Contract whether such claim arises in contract or tort shall not exceed £5,000.
12.4. Comms Consulting accepts liability for death or personal injury resulting from the negligence of Comms Consulting.
12.5. The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Contract and that the fees payable in relation to the Service have been calculated on the basis of the limitations and exclusions in this clause and that the Customer will effect such insurance as is suitable having regard to its particular circumstances and the terms of this clause.
12.6. Each sub-clause above operates separately. If any part is disallowed or is not effective, the other sub-clauses shall continue to apply.
13. Term and Termination
13.1. This Contract shall commence on the date stated overleaf (“the Commencement Date”) and shall continue in force for the Minimum Contract Period (subject to clauses 13.3 and 13.4).
13.2. Following the Minimum Contract Period, this Contract can be terminated by either party giving 30 days’ notice to the other.
13.3. In the case of fixed-line and CPS services only, the Customer may end this Contract (as far as it applies to those services) at any time in writing within 30 days from the Commencement Date (“the Trial Period”). Following the Trial Period, clause 13.1 shall apply.
13.4. In the case of fixed-line and CPS services only, if the Customer obtains a quote from another supplier for services of comparable quality and a comparable term as the Service, and Comms Consulting is unable to match that quote, then the Customer may end this Contract (as far as it applies to those services) at any time in writing on 30 days’ notice. For the avoidance of doubt, this Contract shall continue in force for any other Service. If Comms Consulting is able to match the aforementioned quote, then the parties will use their reasonable endeavours to enter into a new contract (which shall supersede this Contract). In the event that the parties cannot agree on the terms of a new contract within 30 days of the quote being brought to the attention of Comms Consulting by the Customer, the Customer may end this Contract (as far as it applies to the services mentioned in this clause) on 30 days’ notice.
13.5. Either party shall be entitled to terminate this Contract in the event that the other party has failed to remedy any material breach of the Contract within 28 days of receiving a written request to do so from the other party.
13.6. Without prejudice to any other right or remedy available to it Comms Consulting shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability on the part of Comms Consulting to the Customer in the event that:
13.6.1. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation (otherwise for the purposes of amalgamation or reconstruction); or
13.6.2. an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or
13.6.3. the Customer ceases or threatens to cease to carry on business; or
13.6.4. Comms Consulting reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
13.7. In the event of termination for any reason whatsoever Comms Consulting shall be entitled to invoice the Customer in full for all outstanding fees due including any fees payable on a monthly basis within thirty days of the date of termination.
13.8. In the event of termination for any reason whatsoever (apart from termination under clauses 13.3 or 13.4 or by the Customer under clause 13.5 above) the Customer shall be liable to pay to Comms Consulting within 7 days of the relevant invoice the entire balance of sums which would have been due in respect of the Minimum Contract Term had the Minimum Contract Term continued less a discount of 50% for early receipt of such sums. The amount of such payment shall be calculated by taking the remaining period contracted by the Customer in months (including part months) and multiplying this by the average customer spend in the preceding 3 months actual billing of the service and then applying a 50% discount. The Customer expressly agrees that this payment is reasonable in all circumstances as a damages claim for such early termination and is not a penalty.
14. Force Majeure
Neither party shall be liable for any delay in performing or failure to perform (other than a payment obligation) due to any act of god war strike lock-out industrial action fire flood drought tempest or any other event beyond the reasonable control of either party. Such delay or failure will not constitute a breach of this Contract and time for the performance of the affected obligations will be extended by such period as is reasonable
15. Data Protection
15.1. In accordance with the Data Protection Act 1998 Comms Consulting hereby notifies the Customer that personal data as defined in the Data Protection Act 1998 or any amendment or re-enactment thereof in respect of a customer which is obtained in the course of any contract to which these terms and conditions relate will be held and used by Comms Consulting and where appropriate shared with third parties only for the purpose of providing the Services to which this Contract relates and for the purpose of the sending of marketing materials relating to the services offered by Comms Consulting to the Customer
15.2. If the Customer objects to Comms Consulting holding any personal data for future marketing purposes it should provide Comms Consulting with written notice in writing to this effect
15.3. To the extent permitted by law the Customer may obtain copies of any personal data held by Comms Consulting upon payment of a reasonable fee calculated in accordance with the relevant statutory provisions
Comms Consulting may assign any of its rights and obligations under this Contract.
17.1. The headings in the Conditions are for convenience only and shall not affect their interpretation
17.2. Comms Consulting may perform any of its obligations or exercise any of its rights hereunder by itself or through its employees agents or sub-contractors
17.3. No waiver by Comms Consulting of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or other provision
17.4. No failure of the Customer to exercise any power given to it or to insist upon strict compliance by Comms Consulting with any obligation hereunder and no custom or practice of the parties at variance with the terms hereunder shall constitute any waiver of any of the Customer’s rights under the Contract
17.5. If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby
17.6. The parties agree that nothing in these terms shall create or be deemed to create to imply a relationship of agent and principal between Comms Commercial and the Customer
17.7. Any notice given hereunder must be given in writing and delivered or sent by post or facsimile transmission to the residence or principal place of business of the party to whom it is addressed
17.8. Save as otherwise provided nothing in this Contract shall confer on any third party any benefit of the right to enforce any terms of this Contract
17.9. The Contract shall be governed by the laws of England and subject to the exclusive jurisdiction of the English courts