COMPANY > TERMS & CONDITIONS

Network Terms & Conditions

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1. Service

1.1 In this agreement "service" means the service or services indicated on the signed Order Form. Cavendish Maintenance Ltd of Cavendish House, New Road, Newhaven, East Sussex. ("CML") agrees to provide the Service to the Customer and the Customer agrees to use the service on the terms set out in this Agreement.

2. Duration

2.1 This Agreement shall come into full force from the date of acceptance by CML and shall be for the initial period as shown on the Order Form. The Agreement will continue thereafter from month to month unless terminated by either party giving to the other not less than one month's prior written notice.

3. Payment

3.1 Pricing the service shall be as stated in CML's tariff as current from time to time. All prices are exclusive of Value Added Tax and all prices are subject to change upon CML giving not less than thirty days prior written notice to the Customer.

3.2 Invoices for Call Routing services, as per section 1 on the Order Form, are invoiced monthly in arrears. Invoices for Exchange Line Rentals, as per section 2 on the Order Form, are invoiced monthly in advance.

3.3 All invoices are due strictly no later than 14 days from the date of invoice. If payment is made via Direct Debit Mandate, payment for all outstanding invoices will be taken no less than 28 days after the date of invoice.

3.4 All sums due to CML under this Agreement shall be paid in full by the Customer without any set-off whatsoever.

3.5 The time of payment of all sums due to CML under this Agreement shall be of the essence of this Agreement. If payment in full is not received by CML upon the due date, CML shall be entitled to levy a late payment charge at a rate of 1.5% above Barclay's Bank base rate per month on any unpaid overdue balance.

3.6 All charges payable under this Agreement shall be calculated by reference to data recorded or logged by CML and not by reference to data recorded or logged by
the Customer.

3.7 If the Customer fails to make due payment of any money owed, CML may withhold the performance of all Services or CML reserves the right to disconnect the Services. However, the Customer's obligations under this Agreement will remain and CML reserves the right to levy a fee for re-connection and/or a demand a payment in advance for future services. Such demand to be equivalent to two months invoices based on average invoices raised over the previous 12 months to the Customer.

4. Provision of information

4.1 The Customer undertakes to promptly provide CML, free of charge, with all information and co-operation that CML may reasonably require to enable it to proceed without interruption with the performance of its obligations under this Agreement. In providing this information, the Customer warrants that it is accurate, complete and current.

4.2 The Customer accepts responsibility for the accuracy of all information passed to CML. CML does not accept any liability whatsoever for any loss incurred as a result of inaccurate information.

5. Liability

5.1 CML accepts no responsibility or liability whatsoever for any direct, indirect, special or consequential loss or other damages howsoever caused or any liability arising from the Services provided or made available hereunder or the disruption of such Service except in the case of personal injury or death caused solely by CML's, its employees, agents or contractors negligence. For the avoidance of doubt this clause shall include any routing of telephone calls or the loss or disruption of Exchange lines

5.2 In the event of any failure of the service, CML shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to an alternative supplier.

6. Termination

6.1 Without prejudice to their rights under the Agreement CML and the Customer shall have the right to terminate this Agreement forthwith in the event that:

6.1.1 the other party is in default in its performance or observance of any of its obligations under this Agreement and in the case of a remediable breach, fails to remedy the breach within a reasonable time specified by the non defaulting party in its written notice to do so

6.1.2 an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party's estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed or any of the party's assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction of amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver or administrative receiver or administrator to present a winding-up petition or make up a winding up order.

6.2 Without prejudice to its other rights, CML shall have the right forthwith to terminate this Agreement by notice in writing to the Customer in the event that the Customer fails to make any payment when it becomes due to CML.

6.3 In the event of termination of the Contract for whatever reason, the Customer will be responsible for fees due including expenses incurred by CML on the Customer's behalf up to and including the end of any notice period.

7. Suspension of service

7.1 CML may at its sole discretion elect to suspend forthwith the provision of the Service until further notice without liability to the Customer on notifying the Customer either orally, (confirming the same in writing) or in writing the event that;

7.0.1 The Customer is in breach of any term of this Agreement

7.0.2 The Customer is suspected in CML's reasonable opinion of involvement with fraud or attempted fraud in connection with the use of the Service.

7.0.3 The Customer fails to make payments as detailed in Clause 3.

7.2 CML reserves the right to demand payment in advance for any/all services before resumption of service following suspension for non-payment by the Customer.

8. Cancellation

8.1 In the event the Customer cancels their order for the Exchange Line Rental service prior to completion of the installation or take-over by CML from BT, a cancellation fee will be levied to the Customer in accordance with the following table;

Cancellation Notice Cost incurred
Less than 3 working days 90% of the costs incurred to
setup the service
Between 3 and 7 working days 75% of the costs incurred to
setup the service
Between 8 and 14 working days 6 60% of the costs incurred to
setup the service
Between 15 and 21 working days 30% of the costs incurred to
setup the service
More than 22 working days 0% of the costs incurred to
setup the service

8.2 The above fee will be charged in addition to the total 12 months line rental.

8.3 Working days are defined as Monday to Friday excluding Public Bank Holidays from 8.30 a.m. to 5.30 p.m.

9. General

9.1 The Customer may not assign this agreement in whole, or in part without the prior written consent of CML, such consent not to be unreasonably withheld.

9.2 Service support under this Agreement will only be available during 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding Public Bank Holidays).

9.3 Neither party shall be liable to the other or for any loss or damage which may be suffered by the other party due to any cause beyond the first party's reasonable control.

9.4 This agreement represents the entire Agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior undertakings and representations, whether written or oral and this Agreement may only be modified if such modification is in writing and signed by CML and the Customer.

9.5 CML's rights under this Agreement will not be affected by granting any indulgence to the Customer.

9.6 Any notice which may be given by CML under this Agreement shall be deemed to have been given if left or sent by post or facsimile transmission (confirming the same by post) to the last known postal address of the Customer .

9.7 CML's address for service of any notice hereunder shall be such address as appears on the last invoice rendered to the Customer or such other address as may be prescribed by CML for that purpose. In case of a dispute, unless proof of delivery of such written notice by the due date can be produced by the Customer (e.g. Recorded Delivery Receipt, Registered Letter Receipt), CML will be unable to terminate the Contract.

9.8 This Agreement shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

9.9 If the whole or any party of any of these conditions should be held void or unenforceable by any court or competent authority such condition or the relevant part thereof (as the case may be) shall be deleted and the remaining conditions or part of such condition shall continue in full force and effect.