Please read our terms and conditions belowSTANDARD TERMS AND CONDITIONS OF SERVICE. Unless expressly stated by Optionbox Ltd in writing all quotations are made and Order Forms accepted on the following terms and conditions 1. DEFINITIONS In this Agreement the following terms shall have the following meanings: (a) Administrative Charge means a monthly fee of £5 imposed by Optionbox for handling payments made other that by direct debit as provided in Condition 6.3 below; (b) Carrier Pre-Selection means the service administered by BT which enables phone calls to be routed through specific telecommunications operators networks as requested by the person renting the telecommunications line; (c) Customer means the person or entity whose details are set out on the Order Form; (d) Customer Equipment means any telecommunications apparatus or system owned or controlled by the Customer; (e) Order Form means a request for Services signed by the Customer and delivered to Optionbox; (f) Minimum Monthly Call Spend means £0; (g) Minimum Term unless otherwise set out on the Order Form means a period of 60 months; (h) Optionbox Ltd is the supplier of goods/services (i) Service means the telephony services the Customer has requested from Optionbox on the Order Form; (j) Service Equipment means an auto dialler or any other data collection and call routing device or other telecommunications equipment Optionbox may from time to time install at the Customer’s Premises for the purposes of providing the Service; 2. ACCEPTANCE 2.1 The Customer may from time to time deliver Order Forms to Optionbox under the terms of this Agreement. Any Order Forms shall be in such form as is notified to the Customer from time to time by Optionbox and Optionbox may in its sole discretion accept orders by electronic mail. 2.2 Each Order Form shall be binding on Optionbox only after the contract date, first commences provision of the Service or from the date of installation, whichever is the earlier. Prior to acceptance the Customer agrees that Optionbox may carry out such credit checks as it deems necessary pursuant to Condition 7.3. 3. THE SERVICE 3.1 Optionbox agrees to provide the Service to the Customer and the Customer agrees to use the Service on the terms set out in this Agreement. 3.2 Optionbox will provide the Service with the reasonable skill and care of a competent telecommunications service provider. 3.3 Optionbox will use reasonable endeavours to ensure that the Service is available for use by the Customer but owing to the nature of telecommunications networks, it is impossible to provide a fault free Service and the quality of the Service depends on both the quality and availability of the network to which the Customer is connected and also on other telecommunication networks to which the person being called is connected. 3.4 Optionbox shall respond to any reported fault with the Services as soon as reasonably practicable during Optionbox’s normal working hours and shall use all reasonable endeavours to correct any fault within Optionbox’s control. 4. ACCESS 4.1 The provision of the Service may require implementation of an access code(s) by: 4.1.1 reprogramming of the Customer Equipment by the Customer where the Customer has least cost routing employed; 4.1.2 installation of the Service Equipment on the Customer Equipment; or 4.1.3 through Carrier Pre-Selection. Optionbox shall select the appropriate method and advise the Customer accordingly. 4.2 Optionbox or its appointed agent shall deliver and install any Service Equipment required for the provision of the Service at the Customer’s Premises. Optionbox will take all reasonable steps to deliver and install the Service Equipment by such date as is advised, however any delivery date specified shall be an estimate only. Optionbox accepts no liability for failure to meet the delivery date. 4.3 The Service Equipment shall at all times remain the property of Optionbox. 4.4 The Customer must not add to, modify or in any way interfere with the Service Equipment, nor allow anyone else other than someone authorised by Optionbox to do so. The Customer will be liable for any loss or damage to the Service Equipment except where such damage is due to fair wear and tear or is caused by Optionbox or anyone acting on Optionbox’s behalf. 4.5 Where access to the Service is through Carrier Pre- Selection, the Customer authorises Optionbox to have telephone calls from the BT lines listed on the Order Form routed by alternative carriers instead of BT, when necessary and to forward appropriate details of the Customer’s application for the Service to BT. The Customer will receive advance notification of any change of service. There is no charge from either BT or Optionbox for providing Carrier Pre-Selection, however, Optionbox’s ability to provide the Service is subject to BT making changes to the Customer’s BT lines. The Customer will rent its line from Optionbox and will remain liable to Optionbox for any line rental charges. Optionbox shall not be bound to provide the Service until such time as BT have accepted and processed the Carrier Pre-Selection request. 5. USE OF THE SERVICE 5.1 During the term of this Agreement, the Customer shall not use another telecommunications service provider or network operator to provide an indirect access telephony service. 5.2 The Customer shall ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for network connection. 5.3 The Customer shall ensure that the Service is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or so as to constitute a violation or infringement of the rights of Optionbox or any third party. The Customer hereby undertakes to comply with all applicable laws and regulations and all reasonable instructions of Optionbox in relation to its use of the Service and the Service Equipment. 5.4 Optionbox shall have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the Customer’s negligence or default or by the Customer Equipment or where the fault does not lie with Optionbox or any Service Equipment. 6. PAYMENT 6.1 The Customer shall pay the charges for calls made through the Service as are set out on the Order Form. All prices are subject to increase upon Optionbox giving not less than 30 days prior written notice to the customer. 6.2 All sums due under this agreement shall be paid in full by the Customer to Optionbox without any set off whatsoever. 6.3 The Customer shall be invoiced monthly by Optionbox for charges under this agreement plus value added tax. Payment is due within 10 working days of the invoice date by direct debit. The time of payment of all sums due under this agreement shall be of the essence. If payment in full is not received by Optionbox upon the due date, then Optionbox shall be entitled to levy a late payment charge at a rate of 1.5% per month of any unpaid overdue balance. Invoices paid by means other than direct debit will be subject to a £5 monthly charge. 6.4 All charges payable under this agreement shall be calculated by reference to data recorded or logged by Optionbox and not by reference to data recorded or logged by the Customer. 6.5 The Customer acknowledges that Optionbox will incur cost and expense in providing the Service and any Service Equipment and relies on the Customer achieving the Minimum Monthly Call Spend. Accordingly, if call charges in any month fall below the Minimum Monthly Call Spend, Optionbox shall be entitled to invoice the Customer for any shortfall between the actual call charges and the Minimum Monthly Call Spend and the Customer agrees that any amount so incurred represents a reasonable pre-estimate of the loss Optionbox is likely to suffer by reason of the Customer not achieving such Minimum Monthly Call Spend. 6.6 Subsequent to carrying out a credit check pursuant to Condition 7.3, Optionbox may require a cash deposit or bank guarantee to cover charges which Optionbox might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by Optionbox in respect of provision of the Service. 7. PROVISION OF INFORMATION 7.1 The Customer undertakes to promptly provide Optionbox at no cost, with all information and cooperation as it may reasonably require to enable it to proceed without interruption with the performance of its obligations under this Agreement. 7.2 Optionbox warrants to keep any data or other information it obtains in the performance of its obligations under this Agreement in accordance with relevant data protection legislation and not to use or disclose such information for any unlawful purpose. 7.3 Optionbox reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference agencies. Optionbox and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors. 8. LIABILITY 8.1 Nothing in this agreement shall exclude or restrict Optionbox’s liability for death or personal injury resulting from the negligence of Optionbox or its employees while acting in the course of their employment or for fraudulent misrepresentation or for any other liability that cannot by law be excluded. 8.2 Subject to 8.1, Optionbox’s total aggregate liability to the Customer in respect of all causes of action arising in each calendar year in contract, tort or otherwise in connection with this Agreement shall be limited to 125% of the total charges paid or payable by the Customer for the Service in such calendar year or to £20,000, if greater. 8.3 Optionbox shall not be liable to the Customer in contract, tort or otherwise, including any liability in negligence for any loss of revenue, business, anticipated savings or profit or for any indirect or consequential loss however arising. 8.4 Optionbox shall not be liable for failure to perform any of its obligations under this Agreement if it is prevented from doing so by any circumstances beyond its reasonable control, including, but not limited to, the acts or omissions of a third party telecommunications network operator. 8.5 In the event of any failure in the Service, Optionbox shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service provider. 8.6 The provisions of this condition 8 shall continue to apply notwithstanding the termination of this agreement. 9. SUSPENSION OF SERVICE Optionbox may as 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 in the event that: 9.1 the Customer is in breach of any term of this Agreement; 9.2 the Customer prevents or delays any prearranged maintenance from being carried out; 9.3 the Customer is suspected, in Optionbox’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service; 9.4 Optionbox is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or 9.5 The Customer call charges have reached the limit set under condition 6.6. 10. TERM AND TERMINATION 10.1 This Agreement shall start on the date that Optionbox first makes the Service available to the customer or the date of installation of the Service Equipment and shall remain in effect for the Minimum Term and thereafter for further periods of one year unless and until terminated in accordance with this condition 10. 10.2 Each party may terminate this Agreement on not less than 90 days notice in writing to expire at the end of the Minimum Term or at the end of any subsequent renewal term. 10.3 Without prejudice to their other rights under this Agreement, Optionbox and the Customer may terminate this agreement forthwith if: 10.3.1 the other party has committed a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been requested to do so by the nondefaulting party; or 10.3.2 the other party ceases trading, becomes bankrupt or insolvent or any insolvency proceedings are begun against it including the appointment of a receiver (including and administrative receiver in relation to the Customer) over any of its assets. 10.4 Without prejudice to its other rights, Optionbox shall have the right forthwith to terminate this agreement by notice in writing where the Customer fails to make any payment when it becomes due to Optionbox. 10.5 On termination of this Agreement, the Customer shall ensure that Optionbox is supplied with prompt access to remove any Service Equipment supplied. Where the agreement is terminated prior to the end of the Minimum Tern, other than for breach by Optionbox, the Customer shall be responsible for the cost of de-installation and collection of the Service Equipment by Optionbox and shall pay Optionbox £200 for the de-installation of each multiline auto dialler forming part of the Service Equipment. 10.6 On termination, any consequential reprogramming of the Customer Equipment shall be the Customer’s responsibility and at the Customers cost. 10.7 On termination of hosted services such as voip telephony the fees are to be calculated upon the number of handsets on the original order unless this has increased in which case it is the increased number which is used and not any reduced figure currently in use. 10.8 Where the amount of equipment has been agreed to be reduced if it is to enable another provider to supply a service the charge for the service will revert to the original agreement or any increased number whichever is greater regardless of the number of handsets in use. 11. GENERAL 11.1 The Customer may not assign or transfer this Agreement or any of its rights under it without Optionbox’s prior written consent. Optionbox may assign the benefit of any or all of its rights under this Agreement by giving not less than 30 days notice in writing to the Customer. 11.2 Any notice, invoice or other document which may be given by either party under this Agreement or by Optionbox pursuant to clause 6 hereof shall be deemed to have been given if left at, or sent by post, email or fax transmission (confirming the same by post) to an address notified by the other party in writing as an address to which notices or other documents are to be sent. Optionbox’s address for service of any notice shall be such address as appears on the last invoice sent to the Customer or such other address as may be notified in writing by Optionbox for that purpose. 11.3 If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions shall continue to apply to the fullest extent permitted by law. 11.4 Failure by either party to exercise or enforce any right under this Agreement shall not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on a later occasion. 11.5 This Agreement and any documents referred to in it, including, but not limited to, the Optionbox tariff, together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understanding and representations (other than fraudulent misrepresentations), whether written or oral and this Agreement may only be modified if such modification is in writing and signed by Optionbox and the Customer. 11.6 The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone else. 11.7 This Agreement shall be governed by English law and the parties agree to submit any disputes to the exclusive jurisdiction of the English courts. SALES TERMS AND CONDITIONS 1. CONTRACT 1.1 This contract is made between the party named on the Sales Order (hereafter referred to as “the Customer”) and either Optionbox Ltd or Optionbox Networks Ltd (hereinafter referred to as “the Company”) whose correspondence address is Chartered House, 5 Axis Court, Nepshaw Lane South, Gildersome,Leeds LS27 7UY. 1.2 The details recorded on the sales order, together with these conditions of contract shall form the basis of a binding contract between the parties. 1.3 All quotations and tenders are given and contracts made by the Company subject to and only upon these terms and conditions which cannot be varied, unless previously agreed in writing by the Company and these terms and condition supersede, and are to the exclusion of any other terms and conditions appearing elsewhere including any terms and conditions of the customer and any course of dealing establish between the Company and the Customer. 1.4 Tenders and quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically 30 days from their date of issue. No binding contract will in any case arise until the Customer’s order is accepted by the Company (and any such contract shall be conditional upon the credit status of the Customer being to the Company’s satisfaction). 1.5 No variation of the terms of this contract however notified will be accepted unless authorised in writing by a Director of the Company. 2. SPECIFICATIONS 2.1 The Customer shall be responsible for ensuring that any drawing, sketches, specifications, descriptions or other instructions supplied by the Customer or any agent or representative of the Customer in connection with the manufacture sale or installation of any goods or the supply of any services are accurate and meet the Customer’s requirement and the Customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost charge or expenses which may be incurred or sustained by the Company by reasons of or arising directly or indirectly out of any claim in respect of any inaccuracy in respect of any such drawing, sketches, specifications, descriptions or information in relation thereto. 3. DESCRIPTION Any illustrations, samples or descriptive material, including drawings, specifications of weight, capacity or dimensions and particulars of shade shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred. 4. ESTIMATED TIME 4.1 The Company shall make reasonable efforts to execute the contract within the quoted period which period shall (unless otherwise specified) commence from the date of receipt by the Company of all instructions and information for the execution of the contract, including when applicable the arrangement of credit facilities, but such time is not guaranteed nor deemed to be of essence of the contract. The estimated time for completion of the contract by the Company shall be extended by a reasonable period of time if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Company. The Company shall not be obliged to notify the Customer of any such delay. Any dates quoted by the Company for the delivery of the goods are approximate only and shall not form part of the contract and the Customer acknowledges this. 4.2 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of a or repudiate the contract. 5. DELIVERY 5.1 The Customer shall provide the Company with any necessary instruction for the delivery and/or installation of the goods within a reasonable period prior to the installation date advised by the Company to the Customer. The goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier of the Customer (who shall be the Customer’s agent whoever pays its charges) at the Customer’s premises or other delivery point agreed by the parties. 5.2 Risk in the goods passes when they are delivered to the Customer. 5.3 If by reason of instruction or lack of instruction from the Customer the installation of any goods in accordance with the contract is delayed for 28 days after the Company has given notice in writing to the Customer that the goods are ready for installation the goods shall be deemed to have been installed in accordance with the contract and thereafter the goods shall be deemed to be at risk of the Customer. The Customer shall pay to the Company the reasonable cost of storing, protecting and preserving such goods after the expiry of such period of 28 days. 5.4 Where the goods are delivered by instalments no default of failure by the Company in respect of any one or more instalments shall vitiate the contract in respect of the goods previously delivered or undelivered. Furthermore, delay in the installation of any instalment shall not entitle the Customer to treat the contract as at an end or to reject any other instalment. 5.5 If by reason of refusal of delivery or installation the contract shall be deemed to be complete in accordance with Clause 5.2, then payment shall be made by the Customer to the Company of the balance of the contract price within 7 days. 5.6 The responsibility for the cost of connection to the Public Switch Telephone Network (PSTN) and/or the provision of additional line to the PSTN lies with the Customer. 6. FINANCE 6.1 It is agreed that where the Company approaches a finance provider to arrange finance then the Company acts as an agent for the Customer and not for the finance provider. 6.2 The Customer undertakes to supply all information requested by the finance provider for the purpose of credit vetting, including where required, the home address of Directors, Partners or Proprietors. 6.3 Where third party indemnities are required by the finance provider failure to provide such indemnities, shall constitute a breach of the terms and conditions of this contract and shall entitle the Company to retaining any deposit paid by the Customer. 6.4 After the installation is completed and the Customer has signed the Satisfaction Certificate any failure by the Customer to complete the finance agreement documentation and commence payments in accordance with the terms of the finance agreements shall render the Customer liable to pay the Company the whole of the contract price (plus VAT) as defined in Clause 8.2 within 7 days presentation of an invoice. 7. TRANSFER OF RISK AND INSURANCE 7.1 Goods shall be at the Customer’s risk from the moment of installation or deemed delivery (as described in Clause 5) whether or not property in the goods has passed or payment or part payment made therefore and thereafter the Customer shall be responsible for insuring the goods. 8. PRICE 8.1 Cash Sales. The contract price is as stated on the signed acknowledgement of order sent by the Company to the Customer and is exclusive of Value Added Tax or any other tax or duty payable, the amount of such tax or duties shall be added to the contract price and shall be payable by the Customer in the same manner as the contract price. 8.2 Finance Plans. Where the goods are supplied under the terms of a finance agreement the contract price is the total of the deposit plus all the periodical instalments as defined in the finance agreement. 8.3 Unless otherwise specified the contract price is based on the assumption that the goods and/or services will be installed in one continuous visit to the site and accordingly the Company may at its discretion at any time increase the contract price to take account of any additional costs to the Company (including but not limited to storage and delivery costs) by reason of the installation of the goods or services in more than one visit. 9. PAYMENT 9.1 Cash Sales. A deposit equal to one half of the contract price plus VAT is required at the time of placing the order. The balance of the contract price plus VAT is payable immediately upon completion of the installation of the goods. 9.2 Finance Plans. Where payment is arranged through a finance provider payment shall be in accordance with the terms of the finance agreement. 9.3 If payment of any sum payable to the Company is not made on or before the due date, the Company shall be entitled to charge interest thereafter on such sum at the rate of 10% per annum above the current base rate of Barclays Bank such interest being deemed to accrue from day to day and being compound on the last day of each calendar month. 10. RETENTION OF TITLE 10.1 Notwithstanding the earlier passing of risk, title in the goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including if appropriate, interest and costs) has been paid in full. 10.2 Until title passes the Customer shall hold the goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company. 10.3 The Company may at any time before title passes and without any liability to the Customer: 10.3.1 Repossess and dismantle and use or sell all or any of the goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them: and 10.3.2 For the purpose of determining what if any goods are held by the Customer and inspecting them enter any premises of or occupied by the Customer. 10.4 Until title passes the entire proceeds of sale of the goods shall be held in trust for the Company and shall be held in a separate designated account and not mingle with other monies or be paid into any overdrawn bank accounts and shall be at all times identifiable as the Company’s money. 10.5 The Company may maintain an action for the price of any goods notwithstanding that title in them has not passed to the Customer. 11. GUARANTEE 11.1 The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any expressed or implied warranty or condition of the contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract except: 11.1.1 for death or personal injury resulting from the Company’s negligence; and 11.1.2 as expressly stated in these conditions. 11.2 The liability of the Company shall apply only to defects that appear under proper use and under conditions of operation not more onerous than those declared to the Company and in particular shall not apply to defects which arise from the Customer’s neglect, misuse, faulty maintenance of from alteration carried out without the prior written consent of the Company or from repairs carried out improperly by the Customer of its servants or agents arising from normal wear and tear. 11.3 Any repaired or new parts will be delivered by the Company to the Customer free of charge. Any goods which have been returned to the Company and replaced by the Company shall become the property of the Company. 11.4 The Company will under no circumstance allow deductions from or set off against any sum due to the Company and all invoices must be paid in full. The Company reserves the rights to charge for the cost of repairs where the damage has resulted from misuse or unauthorised repair or alteration of the goods by the Customer. 11.5 Neither acknowledgement or receipt nor investigation by the Company of any claim hereunder shall constitute or imply admission by the Company of any liability in respect of such claim. 11.6 In no circumstances shall the Company’s liability exceed the contract price of the defective goods. Liability shall attach to the Company only if the relevant goods or services have been paid for in full. Failure of the Customer to carry out any of the Customer’s obligations shall relieve the Company of any liability. Under no circumstance shall the Company be liable in any event for consequential loss, special damages or other indirect loss however arising, whether or not The Company knew or ought to have known that such losses or damages might be incurred, including without limitation loss of income profits, interest or loss of markets. 11.7 Where a maintenance contract exists the Company’s liability for repair, replacement or renewal shall be transferred to the specified maintenance company upon completion of the installation. 12. TERMINATION/CANCELLATION CONSEQUENCES 12.1 When the order has been acknowledge by the Company as provided in Clause 1.1 it is not cancellable except as provided in clause 12.2. 12.2 Should the Company be unable to obtain finance on the terms originally proposed or on other terms acceptable to the Customer then the Company will return the deposit received from the Customer and no further liability shall attach to the Company. 12.3 In the event of the customer seeking to cancel or terminate this Agreement in circumstances when it is not entitled to do so then the customer shall be liable to pay the Company:- a) all loss of profit from the date of the purported termination/cancellation until the expiry of the Minimum Term or the relevant renewal term; b) all expenses incurred by the Company as a result of such purported termination or cancellation including wholesale costs and profit which can be estimated based upon previous regular bills. c) all costs and expenses (including any legal costs and disbursements) arising out of the customer’s breach of this Agreement’ 12.4 The Company shall be entitled to charge / claim any and all legal costs in full in relation to any claim which may be made due to breach of contract. 13. MISCELLANEAOUS 13.1 Unless otherwise specifically agreed, goods and services shall not be required to comply with any direction, regulation or provision of any foreign law or governmental authority, including without prejudice to the generality of the foregoing any direction, regulation, or provision relating to safety. 13.2 No warranty is given by the Company that the use of the goods for any purpose does not infringe any British or foreign patents. 13.3 Unless otherwise specifically agreed the Company shall be entitled to fix to any goods legends bearing the Company’s name and/or trademarks or other marks. 13.4 No forbearance or indulgence shown or granted by the Company to the Customer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Customer or be regarded as a waiver of any of the conditions. 13.5 This contract shall be governed by and construed in all respects in accordance with English law and the Customer hereby submits for all purposes of and in connections with this contract to the non-exclusive jurisdiction of English courts. 13.6 The Company has a policy of continuous improvements to its products and service and reserves the right to alter specification without prior notice. 13.7 The Customer shall ensure that a suitable earthed mains electricity supply of 240v to Institute of Electrical Engineers Wiring regulation currently in force is available within 3 metres of the intended installation location. 13.8 The Company may contract the performance of this contract in whole or in part. 13.9 The Customer shall not at any time whether before or after the termination of this contract divulge or use any unpublished technical information deriving from the contract or any other confidential information in relation to the Company’s affairs or business or method of carrying on business. 13.10 The Company shall not be liable for any failure in the performance of any of its obligation under this contract caused by factors outside its control. 13.11 The Company shall not be liable for any amount over and above the agreed amounts on this contract for the settlement of any outstanding lease agreement on the Customer’s existing telephone system. It is the sole responsibility of the Customer to provide the correct information (to the Company) regarding the amount (net of VAT) of each payment and how many payments there are outstanding at the time of entering into this contract. MAINTENANCE SERVICE CONTRACT AGREEMENT – TERMS AND CONDITIONS 1. MAINTENANCE PERIOD AND CHARGE The Customer shall pay the initial Maintenance Service as specified on the face of the Sales Order Form Agreement (“The Initial Contract Charge”) for the “Equipment” (being the Equipment described on the face hereof) on the Commencement Date (“Bring Into Service or BIS Date”) and thereafter annually on the anniversary of the Commencement Date (“BIS Date”) unless specified otherwise, on the face of the document. The contract charge and any other amounts payable under the terms of the Agreement are exclusive of Value Added Tax or any other similar tax levies or duties which will be added to or charged on invoices at the appropriate rate. Optionbox Ltd (“Optionbox”) (“the Maintainer”) may alter the cost of service for any year following the first full year on giving to the Customer 45 day’s written notice. Any such changes will be made with due regard to the prevailing rate of inflation an any other influences, such as the cost and availability of labour and/or parts need to repair the equipment. If, as a result of such price changes, the customer decides to terminate this contract at renewal, the termination must be in writing and be received a minimum of 90 days prior to the annual renewal date. Request for termination after this date will be considered as notice for the next contract period. In the circumstances that equipment and/or spare parts or skills relevant to the equipment under cover become unavailable or obsolete, the Maintainer may be unable to continue to offer the service as agreed. In this event, the maintainer will contact the Customer and inform them of the reasons and details any possible options. If no other options are available or acceptable to the Customer, then it may be necessary to terminate the contract with 60 days notice. In this event, the Customer will be refunded the value of any whole month outstanding on the Contract until the normal renewal date. The service offered and described in the relevant Schedule of Service document will be provided to the equipment location detailed on the front of this Contract document and agreed by The Maintainer. 2. ALTERATIONS Any and all alterations to the equipment and extensions including wiring shall be carried out to a professional standard by the Maintainer or by an installer authorised by the Maintainer. Any alterations shall be notified to the Maintainer in writing 14 days prior to the commencement of service cover. 3. MAINTENANCE AND REPAIR The Maintainer must be notified by the Customer of any alterations and additions in order to maintain cover. There may be an additional charge to cover such alterations and additions. Any alterations and additions must be installed to a professional standard. Any faults arising as a result of any alterations or additions carried out other than by the Maintainer or by an installer not authorised by the Maintainer are not covered by this contract and may result in additional charges. 4. EXCLUSIONS The following exclusions are outside the Maintainer service liability under the Agreement, but may be repaired or replaced by the Maintainer at a price applicable at the time. a) A fault due to Customer error b) The Equipment being subjected to abnormal physical or electrical stress (for example Lightning strike or power surge.) c) The Equipment being damaged due to accident, neglect, misuse by the Customer, acts of God, failure of fluctuation of electrical power or causes other than ordinary use d) The Equipment being tampered with by the Customer or any other party e) Any failure or defective working of the Equipment due to any fault, failure or change in the electricity supply and/or Network service and connections and/or host PABX systems In order to ensure continuity of service, it may be necessary to replace the Equipment at the option of the Maintainer for any length of time at the Maintainer’s discretion with similar equipment, which will also be subject to the Terms and Conditions of this Agreement. The wiring and connections between the network connections point and any extension socket is not covered by this Agreement, but should be installed in accordance with BS6701 requirements. Any underground or overhead routes cannot be covered under this contract. The cost of any repairs by the Maintainer to site wiring or connection ports shall be borne by the Customer at the Maintainer’s charges for labour and materials at the then current rates. Extension sockets are not covered by the contract, but any that are found to be faulty or damaged can be replaced with the Maintainers standard socket and faceplate at the then current rates. 5. CUSTOMER’S RESPONSIBILITIES The Customer will give or procure to be given to the Maintainer or its servants or agents at all reasonable time’s access to the premises in which the Equipment is situated for the purpose of inspection, repair, adjustment, programming or replacement. The Customer must return any faulty or suspect equipment, replaced by the postal exchange service. In addition, the Customer will keep all records of Equipment, installation details and visit reports in the Site Log Folder supplied. The Customer must not allow any person apart from the Maintainer, its employees or agents to service or in any way interfere with the Equipment during any term of this Agreement. Any maintenance by the Maintainer necessitated by such service or interference shall be charged to the Customer at the price applicable at the time. The Customer will maintain the equipment in good physical condition, free from moisture, dirt and dust, in a suitable office environment and keep the “Equipment and Site Visit Log” secure and available for update by any visiting engineer. In the case of data storage devices such as Call Loggers and/or Voicemail systems, the Customer is responsible for backing up the stored data on the systems at a suitable frequency, and for storing such backups safely so that system data can be restored in the event of data loss. Failure of the Customer to take and keep backups may result in loss of use, and will incur an additional charge for completely recommissioning the system in the event of data loss. The Customer agrees to make additional payments that may become due during the period covered by the contract charge, as a result of additions or alterations to the Equipment, any such further payment to be paid by the fifteenth day of the month following the date of the invoice from Optionbox Ltd. The Customer acknowledges that it is its responsibility to effect insurance in respect of all risks relating to the maintenance of the Equipment not covered in paragraph 6. Interest at an annual rate of 4% above Barclays Bank plc Base Rate from time to time will accrue daily and be calculated on a daily basis on any sum not paid on the due date until payment is received. The Maintainer may terminate the Agreement by giving 30 days notice if the Customer has not paid the amount scheduled by the due date. The charge for any maintenance cover provided from the due date to the cancellation date, must be paid in full. 6. LIMITATION OF LIABILITY The Maintainer shall not be responsible to the Customer for any loss whatsoever arising out of any reason beyond the control of the Maintainer which shall include without prejudice to the generality of the foregoing, any act of God, fire, flood, accident, strike, lockout or stoppage of the Maintainer’s business. The Maintainer shall not be required to carry out servicing beyond its normal service boundaries. In the event of a fault being reported to the Maintainer which is found to be a fault external to the equipment covered, then the Maintainer reserves the right to make reasonable additional charges. The Company shall have the right to cancel the provision of Maintenance Service if it is prevented from or hindered in providing the service through any circumstances beyond its control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting therefrom. The Maintainer will be responsible for personal injury to any person caused through the Maintainer’s negligence, but apart from this shall be under no liability for any injury, damage or loss to any person or property whomsoever or whatsoever whether direct or consequential arising out of the use of the Equipment howsoever such injury, damage or loss was caused. The Customer hereby agrees to indemnify the Maintainer in respect of any liability for the damage and/or costs incurred by any person whatsoever arising out of the use of the Equipment. 7. GENERAL This Agreement and any conflict arising therefrom shall be governed by and judged by the Laws of England. All notices required to be given in writing shall be sent by first class post to the last known address of the Customer or the Maintainer address as given above. All such notices shall be deemed to have been served on the expiration of 48 hrs after posting. Either party may terminate the Agreement by giving 30 days notice if the other party has failed to perform any of its obligations under the Agreement and such failure continues for a period of 30 days under written notice thereof. The Maintainer may if required and at its discretion authorise an alternative maintainer to carry out all or part of the Maintainer’s duties under this contract. Any such alternative maintainer will carry out these duties to an equivalent standard as would be provided by the Maintainer under this contract. The Maintainer may assign this whole Agreement to another person without serving any prior notice to the Customer. The Customer cannot assign any rights arising out of this Agreement without the prior written consent of the Maintainer. This Agreement and the relevant Schedule of Service document shall form the whole of the terms of Agreement between the Maintainer and the Customer, and no variation therefore shall be of any consequence whether prior to or subsequent to the date of the Agreement unless expressed in writing and signed by or on behalf of the Maintainer and the Customer. The construction of this Agreement is not affected by any heading. Reference to the plural shall include singular and vice versa. 8. DEFINITIONS (unless specified differently in the Schedule of Service Document) a) Response A response is defined as relevant remote action or a site visit in Normal Office Hours, by the Maintainer to diagnose and correct the fault reported. This may be by remote access (via Modem Link) or by telephone instructions to the user of the equipment, or by a site visit by an engineer. b) Response Time The time difference in Working Hours, between the fault being first reported to the Maintainer Call Centre, and the Response by the Maintainer. Calls reported by whatever means before 9a.m. will be treated as received at 9a.m. that day, and calls received after 5p.m. will be treated as received at 9a.m. the next working day. c) Working Hours Being the hours between 9a.m. and 5p.m. (8 hours in total) each weekday, excluding weekends and accepted National holidays. All other hours are defined as out of office hours and are not covered under a standard weekday contract. d) Normal Office Hours The period between 9a.m. and 5p.m. each weekday, excluding weekends and accepted National holidays. e) Fault Categories Faults are categorised as follows: – Code 1 Serious or total failure of the system preventing or seriously degrading incoming or outgoing calls. Code 2 Fault to an extension or small number of extensions or programming fault that results in loss of use of some features or extension on the system. Incoming and outgoing calls still possible at a reduced service level. Code 3 An appointment made in advance for a non-urgent site visit or remote response to add, change or remove any feature or part of the system. Response priority will be given to Code 1 calls, followed by Code 2 calls.