Terms and Conditions

The agreement between the parties (this “AGREEMENT”) is made up of the following documents:

1. these Terms and Conditions for IP Telephony Services
2. the Order Schedule

iii. the relevant tariff(s) for the services the Company agrees to provide to the Customer

1. supplementary conditions relating to specific services, where applicable.
2. Definitions

“Broadband Service” means the service described in the relevant Order Schedule.

“BT” means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ registered in England No. 1800000.

“Call” means a signal, message or communication which can be silent, visual (including text) or spoken.

“Charges” means the charges payable by the Customer for the provision of the services as set out in this Agreement together with all applicable taxes and any interest due in accordance with clause 10.

“CLI” means the Caller Line Identity.

“Line” means a connection to the BT’s fixed public switched electronic communications network.

“NTS” means Number Translation Service

“OFCOM” means the independent regulator and competition authority for the UK communications industries.

“Primary Term” means the minimum period of thirty-six calendar months (unless otherwise stated on the contract documentation) for which a Contract for each Service will run commencing on the date indicated on the Order Schedule.

“PSTN” means a Public Switched Telephone Network.

“Service Failures” means any failure, error or defect on the provision of the Services by the Company but excludes failures, errors or defects arising from, caused by or contributed to by the Customer’s acts or omissions or third parties acting on the Customer’s behalf including other providers of communications equipment or services, computers or other equipment or services including internet services or any failure, error or defect as a result of causes beyond the Company’s reasonable control.

“The Company” means 1 Office Equipment Ltd. trading as 1Office, Riverside Court, Mayo Avenue, Dundee, DD2 1XD.

“The Customer” means the individual, business or organisation entering into this Agreement.

“Unpaid Charges” means the sum of:

1. a)       Charges accrued but which have not yet been invoiced
2. b)      Charges which have been invoiced but have not yet been paid
3. c)       The Value Added Tax which is applicable to b) above plus that Value Added Tax which would be applicable to a) above when invoiced.

“User DDI” is the number the Customer wishes to be seen by the called party on any display technology and is different from the number representing the Customer’s network endpoint. It must be a number that is allocated to the Customer, is in use, connected to terminal and capable of receiving calls.

2. Commencement

This Agreement commences on the date indicated on the Order Schedule (the “Contract Commencement Date”) and will continue for the Primary Term of thirty-six months and shall automatically be extended by another twelve months at the end of the Primary Term and every anniversary thereof, if none of the parties exercise their rights to terminate this Agreement.

3. Broadband Testing Period

After an order for Broadband services has been placed and a service “goes live” a testing period of up to 14 days begins. During this period an availability and suitability check will be performed to ensure that the service can be provided at the level of performance needed to support the requested service. If this broadband level cannot be provided, the broadband can be cancelled by either party without penalty within the testing period.

4. Provision of the services

4.1. The services supplied by the Company are the services the Customer has ordered and are set out in the Order Schedule. These may include (but are not limited to):

The ability to make or receive a Call (telephone service)
The provision of Broadband internet access (Broadband service)
The provision of Inbound telephony services (Inbound service)
The provision of IP telephony services (IPT service)
4.2. The Company will use reasonable endeavours to provide the Customer with the Services by the date(s) agreed between the parties and to continue to provide the Services until this Agreement is terminated. However, the Company will not be liable for any loss or damages should the Services not commence or restart on the agreed date. Completion of the Installation Services shall not be confirmation that any Connection of the Services will take place.

4.3. The Company will use reasonable skill and care to ensure that each Service is properly managed and is provided to the standard that would be reasonably expected from a competent provider of services of the nature of that Service, but due to the complex nature of the Services and of public telecommunication networks in general the Company cannot guarantee that Services will be provided without interruption or error.

4.4. Where Broadband Service is provided the Customer acknowledges that no firewall is completely secure or proof against all external threats such as viruses, malware and other unauthorised intrusions. The Company shall have no liability to the Customer for any direct or indirect costs suffered by the Customer in the event of any penetration of the firewall by any third party or third party software, save in cases of fraud or negligence on the part of the Company.

4.5. The Company shall be entitled to sub-contract any obligations it may have under this Agreement. The Company may at its sole discretion provide any Service either directly or through some combination of subcontractors.

4.6. Where the Customer is provided with equipment under this Agreement the Company’s responsibility does not extend to the transport between the point of connection and the Customer or to any equipment in operation beyond this point, both of which shall be the responsibility of the Customer. The Company’s responsibility for handsets and client’s software is purely to support the service as described for these components. Connection of these services to the Customer’s LAN and equipment shall be the responsibility of the Customer.

4.7. Support will be provided during business hours Monday – Friday in line with Public Holidays. The Company will, at its discretion, provide support either by telephone or if applicable by remote access or if applicable on site. Support will be provided within 48 hours of receipt of the fault report if received within business hours.

5. Customer Obligations

5.1. The Customer agrees and acknowledges that the use of a Service must comply with all relevant legislation, regulations, guidelines and codes of practice and that the Company will not be liable where the Customer’s use of this Service fails to comply. The Company reserves the right to suspend or terminate a Service with immediate effect should it reasonably suspect that the Customer’s use of a Service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice.

5.2. The Customer must not use any Service in an excessive, unusual or unexpected manner or for a purpose other than which it is intended.

5.3. The Customer undertakes not to resell or otherwise make available the Services and Equipment provided to the Customer by the Company under this Agreement to any other party unless authorised in writing by a Director of the Company.

5.4. The Customer agrees and acknowledges that the intellectual property rights in the Services are owned by the Company or its licensing partners. Nothing in this Agreement is intended to transfer any intellectual property rights to the Customer and the Customer agrees not to copy, redistribute, publish, modify or revise any part of the Services without the Company’s prior written consent.

5.5. It is the Customer’s responsibility to ensure the security and proper use of all usernames and passwords. The Customer must take all necessary steps to ensure that they are kept confidential and are not disclosed to or accessed by any unauthorised persons. The Customer must further employ appropriate security devices such as virus checking software and ensure the backing-up of all data.

5.6. The Customer agrees to promptly supply the Company upon request with all information and assistance which may reasonably be required to enable the Company to perform its respective obligations hereunder or which is necessary to satisfy a demand from a law enforcement agency.

5.7. The Customer undertakes to allow access to the Company’s service personnel or the Company’s subcontractor’s personnel to the location of the equipment during the Company’s normal operating hours to carry out the Company’s obligations under this Agreement.

5.8. The Customer shall notify the Company promptly where the Customer believes it is experiencing a Service Failure providing sufficient information to enable the Company to investigate.

5.9. The Customer undertakes to keep the registration information, billing information and technical data accurate, complete and current for the duration of this Agreement.

5.10. Calls to international, premium rate and other higher rate numbers are not barred and the Customer will be responsible for all Charges in respect of calls to such numbers.

5.11. The Customer agrees to comply with any instructions given by the Company necessary for health, safety or the quality of other communications services provided to the Customer.

6. Emergency Services 999/112

The IP Telephony Services support 999/112 emergency call services and such calls will be routed to the national emergency call handling agents. However, these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of Customer connectivity to the internet for whatever reason. In such circumstances the Customer should use their PSTN line to make the emergency call; it shall be the Customer’s responsibility to make alternative arrangements. Furthermore, it may on occasions not be possible for emergency services personnel to identify the Customer’s location and telephone number so this information should be stated promptly and clearly by the Customer when making such a call.

7. Broadband service

7.1. All services will be provided on BT’s WBC (Wholesale Broadband Connect) network where possible. If a customer cannot be served by WBC (coverage is currently 94% of the UK), the service will be provided on IPStream Connect (IPSC) – BT Wholesale’s next generation access network that utilises legacy exchange equipment (DSLAM).

7.2. The Cisco or Polycom router provided with the Converged and Connect Broadband is supplied pre-configured for use and will be monitored and maintained. In the event that the Broadband Service is terminated the router associated with this service will need to be returned. If the router is not received back, the Company shall be entitled to invoice the Customer with the cost of a replacement. There is no service offered to remove these settings at the end of the contract.

7.3. The Customer pays a monthly fee for a service that is capped at an advertised and agreed monthly data-usage cap. If the capped data limit is exceeded in a month, then they will be charged for the excess data transferred on a per GB basis. The price will be £0.50 per GB for WBC capped products and £1.00 per GB for IPSC products.

7.4. If the Company considers that the Customer’s bandwidth usage profile is abnormal or out of the ordinary (including without limitation extremely high levels of bandwidth use in a given period), the Company has the right to take such action as it deems appropriate which may include, without limitation, restricting or suspending the Customer’s use of the broadband service, or increasing the charges for the broadband service.

7.5. The Company will make reasonable endeavours to inform the Customer in advance if it imposes any restrictions on the Customer’s use of the broadband service.

7.6. The Customer’s use of the broadband service is entirely at its own risk. The Company will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious content that the Customer may receive while using the broadband service notwithstanding that there may be a firewall contained in equipment supplied in connection with the broadband service.

8. Connect Hardware Incentive

8.1. For every active subscription with a 3 year minimum commitment the Company will provide a 1Connect handset at the charge determined in the Order Schedule, if the conditions set out below are fulfilled.

The Customer has ordered all the IP Telephony Services provided by the Company outlined in clause 4.1 of this document.
It is the Customer’s responsibility to supply information and assistance which may reasonably be required to enable the Company to determine which handset best suits the Customer’s requirements. The Company shall not be responsible for any loss, damage or inconvenience suffered by the Customer due to lack of or false information being supplied by the Customer.
The handset is only available in regards to the Hardware Incentive for Customers who are new to Connect’s IP Telephony Service. The Company reserves the right to retrospectively invoice the Customer for any benefits extended in respect of the Hardware Incentive where in the Company’s reasonable opinion the underlying end customer is not new to the service.
The handsets must be ordered within the first 12 months of the relevant account being activated.
8.2. Title to any 1Connect handsets supplied by the Company as part of this service shall not pass to the Customer during the minimum contracted term after the first activation of the service to which the handset is connected. After the initial term is exceeded title will automatically pass to the Company.

8.3. Handsets supplied for use with this service cannot be used with any other service. Third party handsets are not supported.

8.4. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery that is caused by an event outside the Company’s control or the Customer’s failure to provide the Company with adequate delivery instructions.

8.5. In the event of loss or damage to a 1Connect handset (excluding normal wear and tear) the Company shall be entitled to invoice the Customer with the cost of a replacement handset. The Customer undertakes to notify the Company immediately of any loss, theft or damage of/to the handset.

8.6. In the event that a service subject to a minimum fixed term is terminated by the Customer prior to the expiry of the fixed term, the Company may invoice the Customer with the full cost of the handset.

8.7. Handsets supplied by the Company will be at the Customer’s risk immediately on delivery to the Customer’s premises and should be insured accordingly.

9. CLI Presentation

CLI Presentation is supported and allows an administrator to present a choice of either the “Site” number, “Withheld / Private” or “User DDI”. Alternative Number Presentation is also available where any number owned by an End User can be presented, as long as it meets Ofcom guidance on CLI Presentation. Where the Customer chooses a DDI number to be presented as Caller Line Identity

the Company must ensure that the DDI number is of a national significant format, is allocated to the Customer and that the Customer possesses all necessary permissions in respect of the lines in question. Where the DDI number is not allocated to the Customer, it must have written consent from the allocated owner for its use as a DDI number and that such consent has not been withdrawn. It must

not be a number that generates an excessive call charge (i.e. one prefixed 090 or 091). The Customer acknowledges that the Company has the right to suspend/withdraw use of the service if it is subsequently found that it is in breach of this paragraph and hereby indemnifies the Company against any claims arising as a result of any such breach.

10. Call Services not supported

Connect does not at present support the following services:

Analogue phones and devices, although a terminal adapter box can be used to connect these if required
ISDN Data calls
Numbers not allocated to the platform
International number presentation (presentation of a UK CLI across International carriers cannot be guaranteed)

11. Charges/Payment

11.1. The basic monthly charges agreed in the Order Schedule are due in advance at the beginning of each month. With the first invoice the Customer will be charged two basic monthly charges in advance as security for payment of invoices. The advance payment will be credited to the account. Service will not be provided by the Company until such payment has been made. Upon termination of this Agreement any surplus, after deducting any cancellation charges that may be incurred, will be refunded.

11.2. All other charges will be invoiced at the end of each month and must be paid to the Company within 30 days of receipt. Invoices shall be deemed to have been accepted if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to the Company within twenty days of the date of the invoice.

11.3. Where the Company spends time investigating fault(s) which are persistently reported by the Customer and the Company concludes that there has been no Service Failure, the Company reserves the right to charge all reasonable costs and expenses incurred in investigating the report.

11.4. The Company may in a separate invoice make backdated claims for amounts outstanding from a previous billing period which were not previously invoiced for technical or other reasons. Any backdated claims must be made within twelve months of the date that the Services were rendered.

11.5. The Customer shall pay all Charges and other sums due under this Agreement in accordance with this clause without set off, deduction or counterclaim.

11.6. Where under the Agreement a sum of money becomes payable to the Customer the Company will be entitled to deduct that sum from Charges due to the Company under this or any other Agreement.

11.7. The Company reserves the right to pass on any increase in costs for the Services provided to the Customer at any time by no less than one month’s notice.

11.8. In the event of non-payment of an invoice within the specified time frame the Company shall be entitled to charge interest at 5% above the base lending rate of the Royal Bank of Scotland plc or suspend all support until full payment of such amount and all accrued interest. If the services are suspended due to non-payment, this Agreement will still continue, and any rental charges must still be paid as and when they arise unless and until this Agreement is terminated. The Company may change the Fees from time to time and the new Fees will take effect from the next payment date.

11.9 All quoted prices are subject to a site survey. Additional hardware or work that may be required will be charged separately. Any such additional charges will be communicated and agreed upon before proceeding.

12. Suspension of Services

12.1. The Company may (without prejudice to its other rights) suspend the provision of the Services and the performance of its obligations under this Agreement in whole or in part with immediate effect (and the Customer will remain liable for all Charges accrued during such period of suspension) if:

12.1.1. The Company is obliged to do so in order to comply with an order, instruction or request of Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including OFCOM and PhonepayPlus.

12.1.2. The Company needs to carry out work relating to the upgrading or maintenance of the System (provided the Company has given the Customer the maximum period of notice reasonably practicable in the circumstances).

12.1.3. The Company has reason to believe a Service is being used in a manner which breaches or may breach the provisions of clause 5.1.

12.1.4. For operational reasons or in case of emergency.

12.2 If the Company exercises its right to suspend service or part thereof pursuant to this clause it shall whenever reasonably practicable give prior notice of such suspension and its expected duration and the Company will not be liable for any loss, damage or inconvenience suffered by the Customer.

12.3 In the event of suspension of Service under clause 12.1.1 and 12.1.3 all sums invoiced by the Company become immediately payable.

12.4 Where in its sole discretion the Company reinstates the Services following suspension the Customer may be liable for an administration fee if suspension is due to the Customer’s default.

12.5 In the event that the Company exercises its right to suspend the Services this will not restrict the Company’s right to terminate the Agreement.

13. Termination

13.1. Either party may terminate this Agreement by giving the other party no less than ninety days’ notice in writing to take effect at the end of either the Primary Term or any Subsequent Contractual Term.

13.2. If the Customer terminates this Agreement prior to the end of the Primary Term or Subsequent Term of this Agreement, unless the Agreement is terminated according to clause 13.4 of this Agreement, the Customer must give at least thirty days’ notice in writing and a cancellation charge will be levied calculated in accordance with the following:

13.2.1. Each Service for which a monthly rental charge is payable – number of months remaining of Primary Term or Subsequent Term for that Service multiplied by the monthly rental; and/or

13.2.2. Call Spend – number of months remaining on Primary Term or Subsequent Term multiplied by the monthly Minimum Spend (or the average of the last three months call spend where there is no Minimum Spend); and/or

13.2.3. Pro-rata or full repayment of any subsidised installation or any other contribution to upfront or ongoing costs paid by the Company, and/or

13.2.4. The appropriate notice period charge for each Service, and/or

13.2.5. Repayment of any discount or other benefit the Customer may have received which was based on a minimum contract term commitment, and/or

13.2.6. Any applicable cease charges as may be detailed in this Agreement.

13.3. The Company may terminate this Agreement with immediate effect by written notice if the Company or its subcontractors cease to be authorised to provide the Services under the Communications Act 2003 or is obliged to terminate this Agreement in order to comply with an order, instruction or request of Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including OFCOM and PhonepayPlus;

13.4. Following termination of this Agreement and without prejudice to any rights or remedies available to the Company, the Customer shall pay to the Company on demand all arrears of Charges due up to the date of termination under this Agreement or as a result of termination of this Agreement. This clause shall continue to be binding on the Customer notwithstanding termination of this Agreement.

13.5. At the end of this Agreement, the Customer shall be responsible for arranging for the Services to be provided by another supplier.

13.6. On termination of this Agreement each party will return or destroy upon request any confidential information which it has in its possession.

13.7. Should the Customer serve the required notice and fail to move the Services to a new supplier then the Customer accepts and agrees that it will remain liable for all charges at the Company’s Standard rates until such time that the Services are transferred to a new supplier.

14. Indemnity

14.1. The Customer shall indemnify the Company against any claims that any third party threatens or makes against the Company because the Services are faulty or cannot be used by them.

14.2. The Customer shall indemnify the Company against any costs, including legal costs, claims, damages and expenses incurred by the Company arising from or in any way connected with the Customer’s negligence or failure to comply with its legal obligations.

15. Liability

15.1. Except in the case of death or personal injury caused by the Company’s negligence or in any other circumstances in which the Company’s liability may not be limited by law, the Company has no liability (howsoever caused including (without limitation) by negligence) for any loss of business, profits, revenue or savings the Customer expected to make, wasted expense, financial loss, data being lost or damaged, lack of availability of IT and/or communications systems not provided by the Company, damage to reputation or for any liability for any loss that is not reasonably foreseeable or for any indirect or consequential loss.

15.2. If the Company is unable to carry out its obligations under this Agreement because of something beyond its reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind, (including those involving the Company’s employees or suppliers), the Company will not be liable for any loss or damage.

15.3. Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby wholly excluded.

16. Assignation

The Customer cannot assign or transfer (in whole or in part) this Agreement or the benefit of or the rights under this Agreement to anyone else. The Company has the right to assign or transfer (in whole or in part) this Agreement to any Associated Company.

17. Confidentiality

Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party as a result of this Agreement. Both parties agree that any confidential information received from the other party will only be used for the purposes of providing or receiving Services under this Agreement. These restrictions will not apply to any information which

(i) is or becomes generally available to the public

(ii) is acquired from a third party who owes no obligation of confidence in respect of the information or

(iii) is or has been independently developed by the recipient.

Each party shall be entitled to divulge the other’s confidential information to respective employees, agents, directors, officers, authorised sub-contractors, auditors and professional advisors who have the need to know the same in connection with this Agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.

18. Use and Disclosure of Personal Information

The Company collects information about the Customer upon purchase or use of any of its Services. The information collected may be information such as the Customer’s name, private/business email or postal address, telephone or mobile number, date of birth, financial or credit card information to help the Company identify the Customer and to provide a service. If the Customer contacts the Company to report any problems the Company will keep a record of that correspondence. The Company will automatically collect information on the use of services, such as the amount of time spent online, the destination and length of calls made for billing purposes.

19. Non-Solicitation

During the term of this Agreement and for a period of six months following the expiry or termination of this Agreement, the Customer shall not (without the prior written consent of the other) directly or indirectly solicit, attempt to solicit, or employ or engage the services of any individual employee or contractor of the Company.

20. Entire Agreement

20.1. This Agreement (including these Conditions, the documents referred to in them, the Order Schedules and any conditions relating to specific Services) constitutes the entire agreement between the Customer and the Company and supersedes any and all other written, recorded and oral communications between the parties.

20.2. This Agreement shall not be varied other than in writing, signed by the duly authorised representatives of the Company and the Customer except where the Company has the right under this Agreement to make variations subject to written notice and/or where the Company is required to make such variation in order to comply with an order, instruction or request of Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including OFCOM and PhonepayPlus.

21. Severability

If any of these Conditions or any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

22.Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23. Governance

This Agreement shall be governed by the laws of Scotland. In the event of a dispute between the parties arising under this Agreement the courts of Scotland shall have exclusive jurisdiction to hear and decide any suit, action or proceedings.