In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
“Contract” any contract between Hosted Telecom and the Customer for the supply of the Services formed in accordance with these Terms and Conditions and the Supply and Maintenance Terms and Conditions annexed here to “Customer” the purchaser of the Services named in section (1) of the Order Form overleaf “Hosted Telecom” Hosted Telecom “Order” any order placed by the Customer with Hosted Telecom for the supply of the services formed in accordance with Condition 2 “Order Form” the Order Form overleaf “Services” any service which Hosted Telecom is to provide to the Customer (including any of them or any part of them) under a Contract and detailed on the Order Form overleaf “Supply and Maintenance Terms and Conditions” the Supply and Maintenance Terms and Conditions annexed to these Terms and Conditions “Service Point” the place at which the Services are to be performed as specified on the Order Form overleaf “Terms and Conditions” the standard Order Form Terms and Conditions set out in this document and any special terms agreed in writing between the Customer and Hosted Telecom as specified on the front of the acknowledgement of order.
2.1 Subject to any variation, any Order made by the Customer for Services provided by Hosted Telecom will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Order.
2.2 These Terms and Conditions shall run in accordance with the Supply and Maintenance Terms and Conditions annexed to this form which shall govern the supply and maintenance of the Services by Hosted Telecom to the Customer.
2.3 Each Order or acceptance of a quotation for services will be deemed to be an offer by the Customer to purchase Services upon the Terms and Conditions. The Contract is formed when the order is accepted by Hosted Telecom by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of order is issued by Hosted Telecom. All orders must be on Hosted Telecom standard Order Form.
2.4 The Customer may not cancel the Order. Hosted Telecom may cancel the Order at any time prior to delivery of the Equipment or performance of the Services.
2.5 If the customer cancels a service within the contract term time, Hosted Telecom may charge and the customer may pay an early term cancellation fee equivalent to the remaining residue months left on the minimum contract term.
3.1 The Description of the Equipment or Services to be provided will be set out in Section (2) of Hosted Telecom Order Form overleaf. All samples, drawings, descriptive matter, specifications and advertising issued by Hosted Telecom and any descriptions or illustrations contained in Hosted Telecom catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Equipment or Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.
3.2 Hosted Telecom may make any change to the provisions of the Services which are to conform with any applicable safety, statutory or regulatory requirement or do not materially affect their quality or performance.
4.1 The price for the Services will be the price set out in Hosted Telecom published price list current at the date of acceptance of order and is exclusive of VAT and any other applicable sales tax or duty which will be added to the sum in question.
4.2 Hosted Telecom will invoice the Customer for the Services as indicated on the Order Form, on or at any time after performance commences and payment is due within 30 days of service of such invoice, or upon the termination of the Contract, whichever occurs first. Time for payment will be of the essence.
4.3 Hosted Telecom shall be entitled to vary the price for the Equipment or Services by giving the 4.4 Customer no less than 30 days notice in writing of its intention to do so. The Customer shall be entitled to terminate the Contract if it does not accept such an increase, provided that it notifies Hosted Telecom of its refusal to accept a price variation within 14 days of notification of the same by Hosted Telecom. In the event that the Customer does not notify Hosted Telecom of its intention to terminate within 14 days, it shall lose the right to terminate the Contract.
4.5 All payments to be made by the Customer under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counter claim.
4.6 Payment is due within 21 days of the invoice date. The time of payment of all sums due to Hosted Telecom under this Agreement shall be of the essence. If payment in full is not received by Hosted Telecom upon the due date, Hosted Telecom shall be entitled to levy an interest charge on any unpaid overdue balance based upon The Late Payments of Commercial Debts (Interest) Act 1998 and as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002, at the rate of 8% above the Bank of England base rate. Interest will be charged on a daily basis. Should this account not be settled when due, and thereby fall into arrears, and the Company instruct a Debt Collection Agency and/or a Solicitor to collect the said debt/account; all commissions, legal fees, costs, disbursements, Value Added Tax, and all sums that the Company is called upon to pay in order to collect the said outstanding debt/account, will be borne by the Debtor and/or the party or parties to the Conditions of Sale or to any contract that the Company has entered into with the Debtor.
4.7 Hosted Telecom will be entitled to withhold perform any of the Services and reclaim any
item of Equipment that it has hired to the Customer in the event that the Customer fails to make payments under a Contract in accordance with this Condition 4.
5.1 Hosted Telecom may perform the Services in stages. Each stage will be a separate Contract and no cancellation or termination of any one Contract relating to a stage will entitle the Customer to repudiate or cancel any other contract or stage. Each separate stage will be invoiced and paid for in accordance with the provisions of the Contract.
