1. DEFINITIONS
1.1 The following words have the following meaning:
'Act' means the Telecommunications Act 1984;
'BT' means British Telecommunications PLC;
'Equipment' means any equipment which FLR Spectron Limited supplies to the Customer for the provision of the Services;
'Managed Access' means the automatic insertion of the unique FLR Spectron Limited access code by a unit provided by FLR Spectron Limited;
'PBX' means BABT approved private automatic branch exchange;
'Selected Access' means the insertion of the unique FLR Spectron Limited access code by the Customer pre-programming a computer modem or telecommunications equipment or by manual dialling of the access code;
'Services Commencement Date' means, in respect of a Site, the date on which calls made from the Site can be routed over the Communications Network;
'Services' means such of the indirect access services requested by the Customer, the Customer's requirements for which are set out in the Customer Order From. The indirect access services comprise:-
(a) the routing of calls from the Site(s) over the Communications Network to the destination telephone number which has been dialled, using exchange lines provided to the Site by BT. Calls are routed over the Communications Network by inserting a unique FLR Spectron Limited access code (which FLR Spectron Limited will notify to the Customer) in front of the destination telephone number dialled. The access code may be inserted by the Select Access method, the Switch Access method, the Total Access method or the Managed Access method. It may be uneconomic for the customer to route certain calls over the Communications Network and at the request of the Customer, FLR Spectron Limited will provide to the Customer a list of telephone codes which should not be routed over the Communications Network;
'Switch Access' means the automatic insertion of the unique FLR Spectron Limited access code by the Customer procuring that the maintainer of its PBX upgrades the software in the PBX so that the access code is inserted. It is the Customer's responsibility to procure that the maintainer of the PBX carries out the software upgrade correctly;
1.2 A reference to an Act of Parliament in this Agreement includes any amendment,replacement or re-enactment and includes any by-laws, statutory instruments, rules,regulations, orders, notices, directions, consents or permission made under it and any conditions imposed by it.
1.3 Heading are inserted for ease of reference only and do not affect the interpretation of this Agreement
1.4 References in this Agreement to Clauses and Schedules are references to clauses of or schedules to this Agreement. References to Paragraphs are references to paragraphs of the Schedule in which the reference is made, unless otherwise explicitly provided.
1.5 Unless the context otherwise requires, the singular includes the plural and vice versa.
2. PROVISION OF SERVICES
2.1 FLR Spectron Limited will provide the Services at each Site from theService Commencement Date until the Services are cancelled at the Siteor the Agreement expires or is terminated in accordance with the terms of this Agreement. FLR Spectron Limited shall not be obliged to provide Services until it is satisfied with the status of the Customer and formally accepts in writing a properly completed Order Form from the Customer.
2.2 FLR Spectron Limited will make all reasonable efforts to provide the Services in a reliable manner and in accordance with good industry practice. The Customer must notify FLR Spectron Limited as soon as it becomes aware of any fault in the Services and FLR Spectron Limited will correct any fault as soon as reasonably practicable. If FLR Spectron Limited provides assistance to the Customer for the resolution of a fault,but it is subsequently discovered that the fault lies with neither the Equipment nor the Communications Network, the Customer shall pay FLR Spectron Limited for resolution of the fault on a time and materials basis at FLR Spectron Limited current rates from time to time.
2.3 Either party may cancel the provision of the Services at any Site by giving 30 days written notice to the other party.
2.4 Contract Length 1 year.
3. CHANGES TO THE COMMUNICATIONS NETWORK, SERVICES OR EQUIPMENT
3.1 FLR Spectron Limited may at any time change the Communications network, the Services or any Equipment:
(a) if it needs to do so to comply with any applicable safety or other statutory requirements; or
(b) where the change does not materially detract from the quality or performance of the Services.
3.2 FLR Spectron Limited will pay for any change to the Communications Network, Services or Equipment made under this Clause.
4. COMPLIANCE WITH LAWS AND OBLIGATIONS
4.1 The Customer must ensure that it complies at all times with all laws and obligations, including any licence under the Act which is applicable to the Customer. The Customer must also obtain any relevant consents and approvals for the installation and use of Equipment at the Site. FLR Spectron Limited will have no liability under this Agreement for failure to comply with its obligations any case where the Customer does not complywith any such relevant laws or obligations or does not obtain such consents or approvals.
5. SITES
5.1 The Customer must prepare the Site(s) in accordance with FLR Spectron Limited instructions so that any necessary Equipment can be installed. The Customer will meet the costs of preparing the Site(s).
5.2 The Customer must provide adequate electricity supply and suitable earth connection in the room for the operation of any Equipment to be installed at the Site(s).
5.3 The Customer must assist and co-operate with FLR Spectron Limited to enable FLR Spectron Limited to carry out its obligations under this Agreement, including giving access to the Site(s) to install and maintain the Equipment.
6. EQUIPMENT
6.1 If FLR Spectron Limited provides the Customer with any Equipment then unless the Customer separately buys or leases Equipment from FLR Spectron Limited under separate terms:
(a) the Equipment will remain FLR Spectron Limited property at all times; and
(b) the Customer will not interfere with or modify the Equipment and will not remove or alter any identification mark on the Equipment showing that it is owned by FLR Spectron Limited; and
(c) when the ownership of the Equipment is relevant, the Customer will make clear to third parties that the Equipment is FLR Spectron Limited's property; and
(d) the Customer is responsible at all times for the safe use and safe custody of the Equipment whilst it is in the Customer's custody, including procuring and maintaining an appropriate insurance policy; and
(e) the Customer must keep the Equipment at the Site in accordance with FLR Spectron Limited's instructions; and
(f) the Customer must permit FLR Spectron Limited to inspect or test the Equipment remotely at such times as may be agreed between FLR Spectron Limited and the Customer, such agreement not to be unreasonably withheld or delayed; and
(g) the Customer must not attempt to let, sell, charge or otherwise deal with the Equipment; and
(h) the Customer must not permit or suffer any execution or distress to be levied or used against the Equipment or permit the Equipment to be seized under or affected by any distress, execution or other legal process.
6.2 The Customer will be liable to FLR Spectron Limited for any loss or damage to the Equipment except where it can be shown that FLR Spectron Limited was responsible for such loss or damage. The Customer must notify FLR Spectron Limited immediately of any loss or damage to the Equipment.
6.3 FLR Spectron Limited will provide all maintenance for the Equipment. FLR Spectron Limited may either remotely (or at the Site by prior arrangement) make or procure any inspection, test, modification, change, addition to or replacement of any Equipment provided FLR Spectron Limited acts in a reasonable manner.
7. PROVISION RELATING TO SERVICES
7.1 The Customer will use the Services in accordance with any reasonable operating instruction FLR Spectron Limited may provide.
7.2 The Customer will be responsible for ensuring that the Services are not used for the sending of any defamatory, offensive or abusive, or obscene or menacing material or in a manner which infringes the rights of any person (including rights of copyright or confidentiality) and if FLR Spectron Limited incurs any liability to any person or expense in any way connected with any such use then the Customer will promptly reimburse such amounts to FLR Spectron Limited.
8. SUSPENSION OF SERVICES
8.1 FLR Spectron Limited may, without terminating this Agreement, immediately suspend part or all of the services until further notice if:
(a) FLR Spectron Limited would be be permitted to terminate this Agreement under Clause 10.1; or
(b) FLR Spectron Limited is obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other competent administrative authority. FLR Spectron Limited will give the Customer the maximum period of notice practicable in the circumstances if it needs to suspend the Services for this reason; or
(c) FLR Spectron Limited needs to maintain or upgrade the Communications Network at the Site. FLR Spectron Limited will give the Customer the maximum period of notice practicable in the circumstances if it needs to suspend the Services for this reason.
8.2 It it is necessary for FLR Spectron Limited to suspend the Services under Clause 8.1(b)or Clause 8.1(c), it will do so for as short a period as is practicable in the circumstances.
8.3 If FLR Spectron Limited suspends the Services due to any event in Clause 8.1, this will not exclude its right to terminate this Agreement later in respect of that or any other event, nor will it prevent FLR Spectron Limited form claiming damages from the Customer.
9. CHARGES AND PAYMENT
9.1 FLR Spectron Limited will charge the Customer for the Services, the prices specified in the 'FLR Spectron Limited Business Prices' tariff or other relevant 'FLR Spectron Limited' tariff as may be amended from time to time. FLR Spectron Limited will invoice the Customer monthly in arrears and the Customer must pay the charges by the fourteenth day after the date of invoice. If the Customer fails to make any payment within 14 days of the date of invoice FLR Spectron Limited may require the Customer to pay all sums due under this Agreement on demand.
9.2 In the event of a Direct Debit payment being refused by the client’s bank, FLR Spectron will apply a £10 administration charge to the account.
9.3 All sums due to FLR Spectron Limited under this Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
9.4 FLR Spectron Limited may at any time change the charges specified in the 'FLR Spectron Limited Business Tariff' or other relevant 'FLR Spectron Limited' tariff by:
(a) decreasing the charges without notice; or
(b) increasing the charges by giving the Customer (where practicable) 30 days written notice.
FLR Spectron Limited may, on seven days written notice to the Customer, stipulate a reasonable monetary limit that will apply to all charges due or which may become due to FLR Spectron Limited from the Customer, whether or not they have been billed by FLR Spectron Limited. If at any time the amount of charges payable to FLR Spectron Limited (whether or not billed) exceeds the stipulated monetary limit, FLR Spectron Limited will immediately notify the Customer and any amounts incurred in excess of the Stipulated monetary limit will immediately become due and payable.
9.5 Where an outpayment is due as revenue share for 0870, 0871 or 09xxx numbers (NGNs), this will be paid in one of the following methods.
(a) Where account revenue is less than £10 net per month, the revenue will be paid quarterly in arrears (on or around the 19th of the month).
(b) Where a client uses FLR Spectron’ LCR service and is billed monthly for outbound calls, then the revenue for their NGNs will be credited on their monthly invoice and will be clearly indicated on the invoice.
(c) Where account revenue is more than £10 net per month, the revenue will be paid monthly in arrears (on or around the 19th the month).
10. TERMINATION
10.1 Without prejudice to an other rights or remedies FLR Spectron Limited may have (either under this Agreement or at law), FLR Spectron Limited may terminate this Agreement or may cancel the Services at any Site immediately by serving notice on the Customer if:
(a) the Customer becomes Insolvent; or
(b) the Customer fails to make any payment when it is due under this Agreement after receiving 7 days written notice to do so from FLR Spectron Limited; or
(c) the Customer commits a breach of any material obligation under this Agreement and (in the case of a remediable breach) fails to remedy the breach after receiving 30 days written notice to do so from FLR Spectron Limited; or
(d) the Customer's telecommunications licence under which the Customer has the right to run its telecommunications system is revoked or amended (and not replaced by an equivalent licence or right) so that FLR Spectron Limited is not permitted by law to provide the Services; or
(e) the Customer exceeds any limited stipulated by FLR Spectron Limited pursuant to Clause 9.5 and the Customer does not ensure that it comes within the limit after FLR Spectron Limited has made a demand for the amount of the stipulated limit pursuant to Clause 9.5.
11. AFTER TERMINATION
11.1 On cancellation of any part of the Services under Clause 2, terminations of this Agreement or cancellation of the Services at a Site under Clause 10, or termination of this Agreement under Clause 13.2 all amounts owed by the Customer to FLR Spectron Limited shall become immediately due and payable in full on demand and the Customer must:
(a) immediately stop using the Services to the extent that they have been cancelled or the Agreement has been terminated; and
(b) immediately stop using any relevant Equipment; and
(c) allow FLR Spectron Limited to enter the Sites during normal business hours to remove the relevant Equipment. The Customers obligations in respect of the Equipment will continue to apply until FLR Spectron Limited has removed the relevant Equipment.
11.2 The provision of this Clause continue to apply despite the termination or expiry of this Agreement.
12. LIMITATION OF LIABILITY
12.1 Neither party is liable to the other party except as expressly set out is this Agreement,and has no other obligation or liability whatsoever in contract, tort or otherwise to the other party.
12.2 Nothing in this Agreement excludes or restricts either parties liability:
(a) for death or personal injury resulting from that parties negligence or its employees negligence while acting in the course of their employment; or
(b) arising from any defect in Equipment if and to the extent that party is liable under Part 1 of the Consumer Protection Act 1987 or any safety regulations made under it; or
(c) arising from a breach by that party of its statutory duty under section 41(1) of the Consumer Protection Act 1987, not to contravene any obligation contained in safety regulation made under section 11 of the Consumer Protection Act 1987.
12.3 Each party’s liability in tort, contract or otherwise arising out of or in connection with the performance of either parties obligations under this agreement shall be limited to £500 for any one incident and £1000 in aggregate.
12.4 Without prejudice to the Customers obligations to pay FLR Spectron Limited the charges or for any Equipment in contract, tort (including negligence) or otherwise for any loss of revenue, business, contracts, anticipated savings, or profits.
12.5 Neither party will be liable to the other for any failure to comply with its obligations under this Agreement to the extent that this liability arises as a result of the failure by the other party to fulfil its obligation under this Agreement.
12.6 The provisions of this Clause continue to apply despite the termination or expiry of this Agreement.
13. FORCE MAJEURE
13.1 Neither party will be obliged to carry out any obligation under this Agreement where performance of such obligation is prevented due to any cause beyond the first party's reasonable control, including but not limited to, any act of God, severe weather, failure or shortage of power supplies, flood drought, lightning or fire, labour shortage of labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, the obstruction by a third party of line of sight between microwave installation, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of either the Equipment or Services or both resulting from the same or a similar type of force majeure event.
13.2 If any event described in Clause 13.1 lasts for more than three months from the date of its commencement and that event prevent either party from performing all or a material part of its obligation during that period either party may, by giving 14 written notice to the other party terminate this Agreement.
14. INFORMATION AND CONFIDENTIALITY
14.1 The Customer will promptly provide FLR Spectron Limited (free of charge) with any information FLR Spectron Limited may reasonably require to enable it to proceed with the performance of its obligation under this Agreement, including any information which FLR Spectron Limited may reasonably request for the purpose of credit verification and debt collection purposes and the Customer permits FLR Spectron Limited to use such information and to provide it to third parties acting on behalf of FLR Spectron Limited for such purposes.
14.2 Subject to Clause 14.3, neither Customer nor FLR Spectron Limited will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or whichis in or comes into the public domain otherwise that through the default or negligence of the recipient or which is independently developed by or for the recipient.
14.3 The Customer acknowledges that FLR Spectron Limited may and permits FLR Spectron Limited to, use information about the calls routed through any Equipment including but not limited to origin, destination, duration, route and time, so that FLR Spectron Limited:-
(a) can perform its obligations under this Agreement and maintain or upgrade the quality of the telecommunications services if provides or offer; and
(b) can collate the information and other customers' information to produce non-customer-specific statistics to assist FLR Spectron Limited in its network and business planning.
14.4 Both parties must comply with the Data Protection Act 1984 when dealing with information given to the other party under this Agreement.
15. ASSIGNMENT
15.1 Subject to Clause 17.2, the Customer may not assign or try to assign or otherwise deal with any of its rights and obligation under this Agreement without FLR Spectron Limited's prior written consent.
15.2 FLR Spectron Limited may assign, sub-contract or otherwise deal with all of its rights and obligations under this Agreement.
16. CHANGE TO THE AGREEMENT
Notwithstanding any other provision of this Agreement, FLR Spectron Limited may change the Agreement at any time by notice in writing to the Customer if it needs to do so to comply with any law or statutory obligation and will use its reasonable endeavours to ensure that any change to the Agreement does not result in any deterioration in either the Services or Equipment or both.
17. GENERAL
17.1 Failure by either party to enforce any of its rights under this Agreement is not to be taken as or deemed to be a waiver of that right unless the waiving party acknowledges the waiver in writing.
17.2 Part or all of any Clause of this Agreement that is unenforceable or illegal will be severed from this Agreement and will not affect the enforceability of the remaining provisions of this Agreement.
17.3 This Agreement is governed by the law of England and Wales, and the parties agree to submit disputes in connection with this Agreement to the exclusive jurisdiction of the courts of England.
17.4 I/We understand the terms and conditions of this agreement and by using the service(s) provided by FLR Spectron Limited, will be bound by the terms and conditions.
17.5 All costs / charges quoted on the FLR Spectron Limited website, exclude VAT at the current rate.
18. NGNs GENERAL
(a) An annual service charge is payable on all NGNs connected via FLR Spectron. The charges are as follows;
1 – 5 NGNs, £20 per NGN per annum,
6-50 NGNs, £110 per account per annum,
51+ NGNs, £85 per account per annum.
(b)NGNs that pass no traffic for 3 consecutive months, will be subject to a minimum usage charge of £5 until traffic commences.
(c) Outpayments refer to Peak times only, peak times are as follows;
Monday to Friday 08:00:00 to 17:59:59. Bank Holidays or National Holidays are treated as Off Peak.
(d) Upgrades of tariff are free of charge, downgrades will attract a one off administration fee of £15
(e) Changes of target on all NGNs are charged at the following rates;
First change of target after connection is free of charge
Subsequent changes of target are charged at £5.
(f) A Cancellation fee of £25 will be applied to all 0845 / 0870 / 0871 numbers that are disconnected during the minimum contract period.
(g) 0800 or 0808 numbers that are disconnected during contract term, will attract a disconnection fee equal to the amount of months left in the minimum contract term (i.e. number connected in July, disconnected in December, has only completed 7 months of contract, disconnection fee is equal to 5 months rental).
(h) Unless otherwise stated, all packages assume the NGN is directed at a UK Geographic Number commencing 01 or 02.
19. PORTING OF NGNS
A Non-Geographic Number (NGN) can only be Ported Out from FLR Spectron once the following conditions have been met;
(a) The NGN needs to have been "live" for 15 months.
(b) Where monies are due to FLR Spectron, these must be settled in full.
(c) A £25 plus VAT Administration fee has been paid by the client.
(d) The client has checked that a Porting Agreement is in situ with the recipient carrier / reseller.
