Global Enterprise Network

Global Enterprise Network - PVC Services
Terms & Conditions of Service Version 4

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement including the order form. unless the context otherwise requires:

bankruptcy and insolvency proceedings means, if you are an individual, bankruptcy proceedings (or, in Scotland sequestration proceedings), becoming insolvent, making or initiating any composition or arrangement with all or any part of your creditors (including an individual voluntary arrangement ) or an assignment for the benefit of all or any part of them, any execution, distress, diligence or seizure being instituted against all or any part of your assets; or if you are a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction), having a receiver or administrative receiver appointed in respect of any of your assets or making or initiating any composition or arrangement with all or any part of your creditors( including a company voluntary arrangement ) or an assignment for the benefit of all or any part of them;

Call means a signal, message, transmission or other communication which is silent ,oral or visual and capable of being made and received using telephone, facsimile, modem or other similar equipment;

Minimum Period of Service mean12 months from the date on which the Service is first made available to you or such other period as we indicate on the order form or otherwise in writing;

Network Termination Point means our master telephone socket at the Premises where equipment can be connected to our System;

Network Test and Terminating Apparatus has the meaning given to it in the licences granted to us under section 7 of the Telecommunications Act 1984;

Normal business hours means 08.00a.m. to 6.00p.m. on any working days;

order form means the accompanying agreement titled "PVC Services Agreement";

our associated companies means any subsidiary undertaking or parent undertaking of GEN or any subsidiary undertaking of such a parent undertaking, each as defined by the Companies Act 1985;

our Equipment means our cabling , wiring , the Network Termination Point, other connection boxes and any other equipment required to enable us to deliver the Service up to including the Network Test and Terminating Apparatus;

our Price List means our published price list or lists as amended or replaced from time to time setting out details of the services, facilities and equipment we provide and our charges in respect of them, including any specific service quotation offered in respect of this order;

our System means the telecommunications systems which we operate under the terms of the licences granted to us or one of our associated companies under Section 7 of the Telecommunications Act 1984;

the Premises means the address in the order form at and to which the Service is or will be provided;

the Service means the ability to make and receive a Call or to establish a connection, analogue or digital, using our Equipment and your equipment (if any) and includes any related services and facilities listed in our Price List/Quotation which we agree to provide to you under this Agreement;

this Agreement means this Agreement including the order form, each as varied from time to time; we and us or GEN means Global Enterprise Network and its employees, agents and representatives and our shall be construed accordingly;

working day means any day other than a Saturday, Sunday or statutory public holiday;

you or the customer means the person(s) named as the customer in the order form and any person on whose behalf such customer is acting and your shall be construed accordingly;

your equipment means any equipment including without limitation your wiring and extension socket boxes, telephones, facsimile machines and modems and any other terminal equipment on the customer side of the Network Test and Terminating Apparatus which is not part of our Equipment and which you use or intend 5 to use in connection with the Service or connected to our Equipment.

1.2 The headings used in this Agreement are for convenience only. For the purposes of this Agreement , words in the singular include the plural and vice versa, words expressed to be in the masculine, feminine or neuter gender include both other genders. References to paragraph numbers are references to paragraphs of this Agreement. References to persons include companies, partnerships , corporate bodies, clubs or associations (whether unincorporated or not).

1.3 References to any statute or statutory provision shall be deemed to include references to that statute or provision as amended, re-enacted or replaced from time to time.

2. CONTENTS OF CONTRACT

2.1 None of our employees or agents has authority to make any warranty , statement or promise concerning the Service except in writing signed by a duly authorised representative of GEN .

2.2 Except where you rely on our written advice, it is your responsibility to satisfy yourself that the Service is suitable for your needs.

2.3 We may without notice make minor alterations to the Service which do not adversely affect its overall performance.

3. ACCESS

3.1 You give us permission to enter the Premises without charge on reasonable oral or written notice during normal business hours, to install , connect , inspect , maintain and after this Agreement terminates collect our Equipment at the Premises. You agree not to withdraw this permission even after this Agreement terminates. You confirm for the purposes of the Telecommunications Code contained in Schedule 2 to the Telecommunications Act 1984 that:

(a) you are the freehold owner of the Premises or otherwise entitled to occupy the Premises under the terms of a lease for at least 12 months; and/or

(b) you have obtained all permissions or consents required (if any ) to install our Equipment including without limitation the written consent of the freehold owner (if required ) and anyone else's permission to cross their property or install or maintain equipment on their property so as to enable us to provide the Service at the Premises and have made any arrangements which may be necessary to enable us to do so.

3.2 We shall whenever practicable carry out installation work during our normal business hours but may , on reasonable notice, require your to provide access to the Premises at other times. If we are unable to gain access to the Premises when we have agreed with you that we may do so, we may charge you a call out charge. In an emergency or otherwise to enable us to safeguard our System, our Equipment or the services we provide, we may need you to allow us access to the Premises at other times without notice.

3.3 If you are in any doubt about the identity of any person claiming to be a GEN employee or representative, please telephone our Customer Services Department before allowing him/her into the Premises, on 08700128128.

3.4 We shall need to install and maintain our Equipment on the Premises in order to provide the Service. You must provide a suitable place and suitable conditions for the installation and operation of our Equipment. You must prepare the Premises so that we can properly and safely carry out any work connected with the installation, maintenance or removal of our Equipment on termination of this Agreement any at all times ensure that any floor loading limited will not be exceeded. When we install our Equipment we will do as little damage as is reasonably practicable to the Premises, however we will not be responsible for replacing any furniture and for any repair or redecoration of the Premises which may be required following installation.

3.5 If we need someone else's permission to cross their property or install, maintain or remove equipment on or from property so as to enable us to provide the Service at the Premises or collect our equipment following termination of this Agreement, you are responsible for obtaining such permission and making any arrangements which may be necessary to enable us to do so.

4. ELECTRICITY

If required in connection with the installation, operation and maintenance of our Equipment or your use of the Service, you will be responsible for providing at your own expense an appropriate safe and continuous mains power supply at the Premises.

5. INSTALLATION/CONNECTION

5.1 We shall install and maintain a Network Termination Point and you must not connect or attempt to connect your equipment to our System and gain access to the Service other that by such a Network Termination Point.

5.2 We shall install our Equipment and provide the Service as soon as reasonably practicable after you sign this Agreement. We shall agree our proposed installation date with your. However, for operational reasons, we may need to vary the exact date, in which case we shall keep you informed and agree an alternative date with you.

5.3 We shall try to meet your specific requests as to installation of our Equipment. However, where your requests cannot reasonably be complied with, we may install our Equipment in the way we reasonably think fit. In particular , it may be impracticable or unreasonable to route the cables and position the Network Termination Point as you request.

5.4 You will obtain all permissions , consents, licences and approvals, including without limitation any licence which may be required under Section 7 of the Telecommunications Act 1984, which are specific to your or the Premises which may be necessary or desirable to enable us to install our Equipment and provide the Service to and at the Premises.

5.5 You must not connect to our Equipment nor use in association with our Equipment, any equipment which is not approved under Section 22 of the Telecommunications Act 1984 or otherwise approved for connection to public telecommunications systems nor use it in any way which does not comply with any relevant standards and licences applicable to you or your business. If your equipment does not comply with any necessary standards of licences you must immediately disconnect or remove it or allow us to do so at your expense. If any damage is cause to our Equipment because you connect your equipment to it, we may repair our Equipment at your expense.

5.6 If at your request, we agree to test your equipment for any reason, we shall be entitled to charge you in accordance with our Price List.

5.7 We are not responsible for:

(a) the installation or connection of your equipment, unless we agree otherwise in writing;

(b) the performance or maintenance of your equipment;

(c) any loss or damage (including lessor damage to our Equipment) which results from any fault in or failure of your equipment.

5.8 If you wish to use equipment which cannot be connected to our System by plugging it into the Network Termination Point you must have it connected by us, for which we may charge and additional fee in accordance with our Price List. Unless you ask us to do so we will not test any such equipment. Where we have tested such equipment we will not be responsible for any damage it may cause to our Equipment or for any other loss or damage if may cause unless we have agreed in writing that the equipment is suitable to be used in connection with our System and the equipment is used in accordance with manufacturers' recommendations and instructions and in such a way as we prescribe. We may refuse to connect any such equipment for whatever reason, in which case you must not use it in connection with the Service or our Equipment.

6. MINIMUM PERIOD OF SERVICE

The Minimum Period of Service shall be 12 months from the date on which the Service is first made available to you or such other period as we agree in writing. This does not prevent (a) us from exercising our rights to suspend the Service in accordance with paragraph 8 Suspension of the Service or (b) you or us from terminating this Agreement by giving us notice as provided in paragraph 13 ( Cancellation and Termination).

7. MISUSE OF SERVICE

You must not use or allow anyone else to use the Service: or our System:

(a) to make offensive, indecent, obscene, menacing, nuisance or hoax Calls;

(b) to cause annoyance, inconvenience or needless anxiety;

(c) to commit a fraud or criminal offence; or

(d) in breach of any instructions which we have given you under paragraph 9.7(Faults and Repairs).

If you do so , we shall be entitled immediately to suspend the Service and may refuse to restore the Service unless we receive an acceptable assurance that there will be no further misuse.

8. SUSPENSION OF THE SERVICE

8.1 We may temporarily suspend the Service:

(a) to provide or safeguard service to any emergency , rescue or other essential service or otherwise in a local or national emergency;

(b) for repair, maintenance or improvement of our System or our Equipment;

(c) to comply with any instructions issued by any governmental or other competent authority or emergency service;

(d) in accordance with paragraph 7(Misuse of the Service ); or

(e) if we have reasonable cause to do so.

8.2 Except where the Service is suspended in accordance with paragraph 7( Misuse of the Service ), we shall give you as much notice as practicable of any disruption to or suspension of the Service and will try to keep such disruption or suspension to a minimum. However, we accept no responsibility for any loss, damage or expense which you suffer or incur if we suspend the Service in accordance with paragraph8.1.

9. FAULTS AND REPAIRS

9.1 You must report any fault in the Service to us by telephoning 08700128128 or such other number as we may from time to time provide to you, or online via http://www.gensupport.net . If requested to do so at the time of report, you may , if practicable , provide us with a contract telephone number so that we can advise you on progress in clearing the fault.

9.2 We aim to respond to faults which you report to us on the above telephone numbers within 4 normal business hours 8.00am-6.00pm (or maybe sooner if you have a current SLA Agreement with GEN).

9.3 If you report a fault we may:

(a) give you telephone advice including where appropriate advice as to tests and checks which you can reasonably be expected to carry out yourself; and/or

(b) carry out diagnostic checks from our premises or on our System (outside the Premises). if any such action does not result in the fault being diagnosed or cleared we may need to visit the Premises.

9.4 We shall take all reasonable steps to correct a fault which affects the Service as soon as practicable where the fault is on our System. We aim to correct a fault reported to us on the above telephone numbers within 8 normal business hours 8.00am-6.00pm (or maybe sooner if you have a current SLA Agreement with GEN). However , this may not always be practicable.

9.5 If we do work to correct a fault which you have reported and find no fault in the Service or the fault is caused by you or your equipment or arises from your breach of this Agreement or any other agreement you have with us (or any of our associated companies ) or your negligence, we may make a reasonable charge for the work.

9.6 Unless you have a current SLA Agreement which dictates otherwise, if , at your request , we carry out work outside normal business hours to correct a fault in the Service which you have reported, you agree to pay us a charge calculated in accordance with our applicable hourly rate.

9.7 We may from time to time give you reasonable instructions which you must follow about the use of the Service which we believe are in the interests of health, safety or of the quality of service to our other customers or otherwise reasonably necessary.

9.8 Whilst we aim to provide the highest quality of service, it is not technically practicable to provide a fault free service and therefore we cannot guarantee to do so. However, we value our customers highly and if we fail to achieve our aims, we shall , in appropriate circumstances, consider requests for compensation but not if such failure is due to a matter beyond our reasonable control or if we terminate or suspend the Service under paragraphs 13 (Cancellation and Termination), 7(Misuse of the Service )or 8(Suspension of the Service).

10 CHARGES

10.1 You must pay our charges for the Service as set out in our Price List when you receive a bill from us or any of our associated companies whether you or someone else uses the Service. Charges in our Price List do not include Value Added Tax or any other applicable taxes, which will be itemised separately on you bill, which shall be paid by you. We may from time to time vary our charges. if we increase our charges, we shall give you notice of any such increase with your next bill. Billing may be monthly, quarterly, or annually, and in any event the service anniversary shall be annually.

10.2 We shall be entitled at any time before or after we begin to provide the Service to you to require:

(a) a payment in advance and/or rental in advance for the Minimum Period of Service;

(b) a deposit of such amount as we in our discretion determine at any time as security for the payment of your bills or any other money you may owe to us or any of our associated companies at any time under the terms of or as a consequence of your breach of this Agreement or any other agreement which you have with us or any of our associated companies.

You will not be entitled to interest on any deposit and we shall return it to you as soon as reasonably practicable after 12 months from the date of receipt or , if earlier, (after this Agreement is terminated). If this Agreement is terminated, we shall deduct from the deposit any amounts you owe us or any of our associated companies.

10.3 Charges for Calls where applicable will be calculated by us using our records of details of Calls made from the Premises using our Equipment.

10.4 You must pay us rental monthly, quarterly or annually in advance from the date the Service is first made available to you. If we agree to supply you with the Service for less than 12 months you must pay the line rental in advance for the whole period during which you request the Service . We will send you a bill for the line rental and any applicable usage charges which may be a combined bill for both the Service and any other equipment or services which we and/or any of our associated companies have agreed to provide or supply to you. You must pay your bills in full and may not pay by in instalments.

11. YOUR RESPONSIBILITY FOR OUR EQUIPMENT

11.1 You are responsible for our Equipment at, on , under or within the boundary of the Premises and for its proper use. If any part of our Equipment is lost, stolen, damaged (except fair wear and tear) or destroyed you must pay for its replacement and/or repair at the price set out in our Price List or if not price is specified in our Price List at a reasonable price. You must not interfere or tamper with our Equipment not permit anyone else (except our employees and representatives or an engineer authorised by us ) to do so.

11.2 We advise you to insure our Equipment at, or within the boundary of the Premises against accidental loss or damage, fire, theft and other risks normally covered by insurance and will upon written request advise you as to its replacement value for insurance purposes. Our Equipment remains our property whether installed at, on or within the boundary of the Premises. You must not sell or do anything to affect our ownership of it and if you insure our Equipment, you must tell your insurer that it is our property. You may not remove our Equipment from the Premises without first obtaining our written permission. You must tell us where our Equipment is at any time if we ask you.

11.3 If our Equipment needs batteries, you must provide these at your own expense.

11.4 When this Agreement is terminated, the Service ends or we replace our Equipment, you must observe any reasonable instructions we give you as to the return of our Equipment to us, its collection by us or its disposal by you and until it is returned to us, collected by us or disposed of in accordance with our instructions, you must keep our Equipment safely and in accordance with paragraphs 11.1 and 11.2.

12. YOUR LIABILITY

12.1 Any person named as the customer on the order from confirms that it is acting both on its own behalf and as the authorised agent of all persons carrying on business at or from or otherwise occupying the Premises.

12.2 If you are more than one person your liability under this Agreement is joint and several and accordingly we shall be entitled to recover all money payable under this Agreement from all or any one of you.

12.3 If officers, employees, agents, representatives or any other person does anything in connection with the Service or our Equipment either on your behalf or of their own accord but with your knowledge and consent then you are responsible for their actions as if those actions were done by you.

12.4 You agree to indemnify us against all liabilities which we incur as a result of your breach of this Agreement and in particular but without limitation because

(a) your confirmation in paragraph 3.1(Access) is untrue;
(b) of claims which any third party threatens or makes against us because of the way you use the Service of because the Service at the Premises is suspended, terminated an/or faulty and cannot be used for any reason.

12.5 If you are the person named as the customer on the order form you agree not to move out of the Premises without first giving us 7 days notice including a forwarding address.

13. CANCELLATION AND TERMINATION

13.1 Before the Service commences:

(a) You may terminate this Agreement by giving us written notice but you must pay us a reasonable charge for any work done and /or money spent by us to meet your order for the Service;

(b) we may terminate this Agreement if paragraph 16 (Matters beyond our control) applies.

13.2 After the Service commences:

(a) you may terminate this Agreement by giving us at least 30 days' written notice;

(b) we may terminate this Agreement or the Service by giving you at least 30 days' written notice;

13.3 In any event, in addition to any other action which we are entitled to take , we may (but are not obliged to ) terminate this Agreement or suspend or terminate the Service immediately without notice at any time if:

(a) you breach this Agreement or any other agreement which you have with us or any of our associated companies; or

(b) you do not pay any sum which you owe us or any of our associated companies within 7 days of the payment due date shown in your monthly bill; or

(c) you are subject to bankruptcy and insolvency proceedings; or

(d) your usage of any services provided to you by us (whether under this Agreement or any other ) exceeds any credit limit which we may have agreed with you.

13.4 On termination of this Agreement for whatever reason, you must pay all charges incurred up to termination of this Agreement including any line rental or other charges which would have been payable for the remainder of the appropriate Minimum Period of Service if this has not expired, at the rate applicable on termination but we shall repay or give credit for any line rental paid by you in advance for a period ending after the date of termination or Minimum Period of Service whichever is later.

13.5 You must pay all charges which are due for the Service during any period in which you are in breach of this Agreement or if you use the Service after this Agreement has been terminated.

13.6 If we terminate this Agreement, any accrued rights which we have against you under this Agreement or otherwise shall not be affected.

13.7 If we waive a breach of this Agreement, such waiver is limited to that particular breach and no delay on our part or indulgence granted by us to you shall constitute a waiver of any of your other obligations under this Agreement.

13.8 The provisions of paragraphs 3(Access), 11(your responsibility for our Equipment), 12(your liability), 18(Our liability to you), 20(Disputes between us) and 24.4(Information) shall continue to apply after termination or expiry of this Agreement. If this Agreement is cancelled or terminated whether by you or us, you will ensure that we are allowed to keep and maintain at the Premises our Equipment or any part of it which has been installed there even after a change of ownership or occupation of the Premises.

14. TELEPHONE NUMBER (Where applicable)

14.1 Any telephone numbers which we allocate to you belong to us and you must not sell, transfer or agree to sell or transfer them to anyone else.

14.2 If necessary for operational reasons we may change your telephone number or area code. If this becomes necessary , we shall give you as much notice as is reasonably practicable.

14.3 We are not responsible for the ceasing of lines/services provided by other operators.

16. MATTERS BEYOND OUR CONTROL

16.1 We are not liable for any breach of this Agreement which is caused by a matter beyond our reasonable control including without limitation Acts of God, flood, fire, lightning, explosion, the failure or or interruption of electricity supplies, national or local emergencies, civil disorder industrial disputes (whether or not involving our employees), adverse weather conditions or acts or omissions of any government, local or highways, regulatory or other competent authority or gas, electricity, water or telecommunications suppliers.

16.2 Insofar as any part of the Service depends on or is supplied by other telecommunications operators or involves the transmission or re-transmission of satellite signals, we are not responsible for their reliability or quality unless we are at fault.

17. GIVING NOTICE

Unless this Agreement states otherwise, any notice required to be given under this Agreement must be in writing and delivered personally or sent by prepaid first class post, or email via the GEN Network.

(a) to us : at our address in this Agreement or on your last bill or at any other address of which we notify you for this purpose;

(b) to you : at your billing address as shown on the order form, or email address as provided to us.

18. OUR LIABILITY TO YOU

18.1 Nothing in this Agreement shall exclude or restrict our liability to you:

(a) for death or personal injury resulting from our negligence or that of our employees while acting in the course of their duties;

(b) arising from any defect in our equipment if and to the extent we are liable under Part 1 of the Consumer Protection Act 1987;

(c) arising under the Supply of Goods and Services Act 1982 and the sale and Supply of Goods Act 1994 to the extent that any purported exclusion or restriction of such liability would be void or unreasonable; or

(d) for breach of any statutory duty.

18.2 Subject to paragraph 18.1 , any liability which we have of any kind ( including without limitation any liability for our negligence, ) is limited to £100 for any one event or series of related events and/or £200 in any 12 month period.

19. OTHER DOCUMENTS

The PVC Agreement, these Terms and Conditions and our Price List/Quotation together with any forms referred to on the order form relating to the Service set out the whole agreement between us for the Service and together replace any previous Terms and Conditions which may have existed between us for this service.

20. DISPUTES BETWEEN US

Any dispute between us relating to this Agreement may be referred to arbitration by you or us by the Chartered Institute of Arbitrators provided that it does not involve a complicated issue of law, an issue of quantification or of mitigation of loss or a sum exceeding £5000.

21. VARIATION ON THIS AGREEMENT

21.1 If you request us to make any change to the Service, we may ask you to confirm your request in writing. If we agree to such change, this Agreement will be varied only when we confirm the change to you in writing.

21.2 In addition to the changes we may make in our charges in accordance with paragraph 10(Charges), we may from time to time change the other terms and conditions of this Agreement. If we propose to change the periods of notice which we must give each other to terminate this Agreement or make any changes which affect our or your liability under this Agreement (other than under paragraph 10), we shall give you at least 7 days' notice. Otherwise we shall publish details of any change (including the date on which this change will take effect ) in our main office not less than 7 days before any change is to take effect and we shall send you details with the next bill following the date of publication.

22. ASSIGNMENT

22.1 You must not without our written consent transfer or agree to transfer this Agreement or any rights or obligations which you have under this Agreement to any other person.

22.1 We are entitled to transfer or delegate any of our rights and obligations under this Agreement.

23 GOVERNING LAW

23.1 This Agreement is governed by and to be interpreted under English law. Subject to paragraph 20(Disputes between us) any dispute concerning the terms of this Agreement shall be decided by the English courts.

23.2 If for any reason any part of this Agreement (including without limitation those parts which exclude or limit our liability ) is disallowed or is not effective the remainder of this Agreement shall continue to apply as if such parts had been omitted.

24. INFORMATION

24.1 You must give us all such information and co-operation as we may reasonably require from time to time to enable us to provide us to provide the Service in accordance with this Agreement and you authorise us to verify any information you supply to us.

24.2 You must inform us immediately if you change billing address or if any other details which you give us on the order from change.

24.3 We may from time to time use credit reference agencies in assessing whether to ask you for a deposit and to check your creditworthiness. We may give such agencies your details and information about your account if we suspend or terminate the Service because you have not paid your bill(s). Such agencies may share this information with their other clients.

24.2 By entering into this Agreement, unless you have indicated otherwise on the order form or you ask us in writing not to, you give us consent to use information concerning you for other purposes including disclosure to agents, intermediaries and other third parties for the purposes of marketing and selling other products and services which may be of interest to you. In addition, by entering into this Agreement, you permit us to use or disclose to third partied (who may contact you ) information concerning you for market research or analysis purposes including without limitation the production of performance statistics required by and regulatory authority.