Terms & Conditions
Chalvington Group is a company registered in England and Wales.
Please find below our most recent and up to date Terms & Conditions of Business.
The following words have the following meanings:
1.1. “Chalvington Group”, “Chalvington Comms”, mean the Telecommunications, IT and Business Service Provider, which is a part of Chalvington Communications Ltd, Registered No 750547825, Registered Office 30-34 North Street, Hailsham, BN27 1DW, and may also be referred to as “We”, “Our” and “Us”.
1.2. “B.T. Openreach” are a division of United Kingdom Telecommunications operator BT Group, established after BT reached an Agreement with Ofcom to implement certain undertakings, pursuant to the Enterprise Act 2002, after Ofcom’s strategic review of telecommunications.
1.3. “OFCOM” the Office of Communications or any equivalent successor body.
1.4. “Service Provider” a company that provides a specific Service or Services.
1.5. “Carrier”: the relevant third-party telecommunications operator or network service provider.
1.6. “Customer” means the Company, Partnership, Sole Trader or other legal entity named in the Customer Order Form and may also be referred to as “You” or “Your” who contracts to purchase services from Chalvington.
1.7. “Order Form” means the document titled Order Form containing details of the Customer and Services or Purchase Order provided by the Customer.
1.8. “Purchase Order” means the instruction to supply Goods or Services or acceptance of a Quotation, provided to Us by the Customer in writing (by post or email).
1.9. “Minimum Term” means the minimum term shown on the Customer Order Form, Purchase Order, Accepted Quotation, or where applicable the Term specified in a particular section of these Terms and Conditions.
1.10. “Third Party” means any Person, Organisation or Business which is not part of, or employed by the Chalvington Group.
1.11. “Equipment” means any Equipment supplied by Chalvington to the Customer as set out on the Order Form.
1.12. “Line Rental” means Rental of the Customer’s telephone lines as set out on the Order Form.
1.13. “Installation Date” the date on which the Equipment is installed.
1.14. “Maintenance” also referred to as Support.
1.15. “Services” means the Services requested by the Customer and particularised in the Order Form, Purchase Order or Accepted Quotation.
1.16. “Data Services” means the Services relating to Data and specified in the Customer Order Form.
1.17. “Internet Leased Line Services” means a dedicated, private, fixed capacity circuit delivered from our third-party provider to Your Site with Internet connectivity.
1.18. “Voice over Internet Protocol” VoIP Protocol being the use of the internet as the transmission medium for telephone calls by digital means (rather than the traditional telephone system based on copper wires carrying analogue data).
1.19. “Airtime Provider” the relevant mobile network operator or wireless communications service provider.
1.20. “Connection” connection to any Airtime Provider’s network.
1.21. “Hardware Fund” the fund allocated to the Customer to allow it to purchase equipment in connection with the Mobile Services.
1.22. “Retail Mobile Services” the mobile services to be provided by Chalvington to the customer where the Customer is directly contracted with an Airtime Provider.
1.23. “Wholesale Mobile Services”: the mobile services to be provided by Chalvington to the Customer where the Customer is directly contracted with Chalvington and not an Airtime Provider.
1.24. “Authorised Users” those employees and independent contractors of the Customer who are entitled to use the Services/Software through the Server under this agreement.
1.25. “Chalvington Software” – means software provided either directly from Chalvington Group where Chalvington Group is the author.
1.26. “Remote Support” means support, guidance and advice provided by telephone or email.
1.27. “Onsite Support” means support, guidance and advice provided on Your site(s)/premises, address as detailed in the Agreement.
1.28. “Call Out Fees” means the cost for Us to attend Your site(s)/premises.
1.29. “Backup Monitoring” means remote monitoring of Your system Backups.
1.30. “Hosting Services” the services that the Supplier provides to allow Authorised Users to access and use the Software via the Server, including hosting set-up and ongoing services.
1.31. “Service Level Agreement (SLA)” means the level of service We aim to deliver, including but not limited to the time and way in which issues will be responded to and resolved.
1.32. “Server Monitoring” means remote monitoring of Your Server to ensure it is active, healthy and responding to requests appropriately.
1.33. “Change Request” means a change made to Your system which is not a fault.
1.34. “Anti-Virus Management” means monitoring Your profile and performing updates on any virus definitions that are flagged as being over thirty (30) days old.
1.35. “Website and Domain Hosting” mean hosting Your Website(s) and managing Domain(s).
1.36. “Email Hosting” means hosting Your emails on provision of a suitable Domain Name.
1.37. “Online Backup” means backup of Your data and storage away from Your site using online services.
1.38. “Disaster Recovery Planning and Testing” means implementation and annual testing of a Disaster Recovery Plan.
1.39. “Data Protection Laws” all applicable data protection and privacy legislation and regulations in force from time to time (for so long as and to the extent that they apply to Chalvington) including, where applicable, the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any amendment or replacement to it (including any corresponding or equivalent national law or regulation that implements the GDPR), the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any laws of the European Union relating to data protection and privacy.
1.40. “Terminations Charges” levied when a party wants to break the term of an agreement.
2. NETWORK AND DATA SERVICES
2.1. We will supply and charge the Customer for Calls, Line Rental and xDSL as set out in the Order Form (and amended at Our discretion). We will invoice the Customer by email monthly in arrears for Call Charges and in advance for Line Rental and xDSL. The Customer must pay the invoice by the eighteenth (18th) day of the month of invoice by Direct Debit (where the Customer fails to complete the Direct Debit form, a £5.50 surcharge shall be added to the charges and where the Customer fails to accept invoicing by email, there will be a monthly postal charge of £2.50 (this is also applicable for any replacement invoice sent by post).
2.2. If the Customer fails to make any payment by the eighteenth (18th) day of the month of invoice, a late payment fee of £5.00 will be automatically applied. If the Customer fails to make any payment within twenty-one (21) days of the date stated on the invoice, We may suspend the Services and to reactivate there is a charge of £35.00 per line. Reactivation of Services may take up to forty-eight (48) hours and includes working days only (Monday to Friday). If the Customer is unobtainable and/or bills remain unpaid, We reserve the right to suspend Network/Line Services for forty eight (48) hours. If contact is still not made after a further twenty-four (24) hours, or payment of the full amount due is not received within seven days of suspension, Network/Line Services may be ceased. This may result in telephone numbers being lost and new installation costs to reinstall Lines.
2.3. There may be occasions when telephone Calls ‘leak’ over the Chalvington Network during or following the transfer of Services from Our Network to a Third Party. It is the responsibility of the Customer to pay these charges as calls cannot be billed twice. In the event of leakage over a Third-Party Network (e.g. BT) while Services are retained by Us, We reserve the right to levy additional charges for costs which We may incur as a result.
2.4. We take no responsibility for any additional costs incurred should BT Openreach decide that any work is required further to the work quoted in order to provide the Customer with their Service.
2.5. We take no responsibility for any Services lost or not retained, permanently or for a period of time, including CLIs (Caller Line Identification, your telephone number) by BT Openreach.
2.6. We take no responsibility for any termination charges or additional charges brought by any losing party as a result of the transfer of your Service, unless specifically obtained in writing, from a representative of Chalvington, prior to the signing of any Agreement or Purchase Order, or the acceptance of any Quotation.
2.7. In the event that the Service migration date is changed following a request by the customer, a charge of £15.00 per number will be due in respect of BT Openreach and administration costs.
2.8. We take no responsibility in configuring the xDSL Service to work with the Customers Network and/or Computers. Visits to site where connection has not been completed successfully following remote technical support will be charged at our Standard Rate.
2.9. We may obtain Telecommunication Services from a carrier in order to supply the Data Services to the Customer. The Customer accepts that it is technically impracticable to provide Telecommunication/Data Services which are entirely free of fault and that We do not undertake to do so, therefore We cannot offer compensation for any downtime experienced on Standard Care Lines. We may offer a gesture of goodwill payment for Lines with Enhanced Care where faults take longer than forty-eight (48) hours to resolve.
2.10. The Customer accepts that they may not be able to receive Data Services due to certain technical restrictions. If such technical restrictions are discovered after the date of the Agreement, We shall have the right to immediately terminate the Agreement in whole or in part without prejudice to any of its rights under the Agreement.
2.11. All fees are subject to change from time to time. In the event that this becomes necessary or the carrier increases its fees, details of any such increase shall be provided to the Customer as soon as reasonably possible.
2.12. Internet Leased Line Services are delivered as a Fully Managed Service with 24/7 remote monitoring and management by Our third-party network operations.
2.13. We will endeavour to confirm within ten (10) Business Days after the day the Order Form is received whether the Services can be provided and the date the Services will be provided.
2.14. If excess construction charges are applicable in order to provide the Services, We shall notify You in writing of the charges and the reasons for them. Once You have indicated acceptance of the excess construction charges by providing a valid Order amending or in addition to the original Order Form, provisioning will begin.
3.1. This service is for use when a fault occurs on a telephone line, for which the Customer is liable to be billed by Us and for which the Customer has made timeous payment to Us £1.49 for each live telephone line for which We bill the line rental.
3.2. We undertake, following notification by the Customer of a fault on a qualifying line, to carry out all possible remote checks and will take responsibility for logging with Openreach, when necessary, any line fault notified to us by the customer. We will arrange and notify the customer, of a callout date and time, if applicable.
3.3. Without LineProtect, these callouts can become chargeable, if found to be outside of Openreach’s responsibility.
3.4. Once the Openreach Engineer has assessed the fault and determined that the customer is liable for the cost of the call-out, We will, if in agreement, accept and pay the charge, subject to any exclusions set out below.
3.5. THE EXCLUSIONS: We will not pay for:
a. Any charges raised by the Openreach Engineer, when they have not been able to access the customer’s site, whatever the reason, to carry out the repair to the line fault or any other works.
b. Charges raised for New Works, Alterations or Adaptions of any kind.
c. Charges raised for ANY Broadband fault, unless directly attributable to a billable live line; to include any work carried out by Special Faults Investigation Engineers.
d. Charges raised by Openreach, for any, howsoever caused damage, by the Customer or anyone else, other than Our Engineers, to the Openreach Network or Infrastructure.
e. This exclusion includes the Customer’s own internal Telephone Systems (if currently maintained) and/or Wiring.
4. ROUTER ASSURANCE
4.1. This chargeable service has been set up to provide a free replacement router service.
4.2. This service is charged out at £3.99 per broadband connection per month.
4.3. Within a 12-month period a maximum of 3 replacement routers will be supplied.
4.4. Routers are configured remotely however, if a site visit is required, this will be chargeable.
4.5. Should the original make and model router not be available we will supply a similar specification.
4.6. Routers accidently damaged by the client are not covered.
4.7. We will program a new router to cover the customers’ existing set up initially programmed by Us.
4.8. Cisco routers provided for voice services are not covered.
4.9. Outages caused by a software upgrade are not included, assuming the existing router resumes normal service.
4.10. Faults need to be reported before 1pm for the new router to be replaced on a next working day service.
4.11. Router Assurance will only cover a free replacement TP-Link router. Draytek routers are subject to a £50 surcharge.
5.1. The Customer accepts and acknowledges that Chalvington will, prior to the handover date, have spent a significant amount of time and incurred expense in preparation for the provision of the Network & Data Services to the Customer. In the event that the Customer terminates the Contract for Network & Data Network Services prior to the Handover Date it shall pay to Chalvington £500 plus VAT. This clause shall not apply where the Customer is a Small Business Customer. Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Network & Data Services at any time prior to commencement of the supply of such Services.
5.2. Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
6.1. The supply of the Mobile Services shall commence:
a. In the case of Wholesale Mobile Services, on the Connection Date and continue for the Minimum Term;
b. In the case of Retail Mobile Services, on the date the contract between the Customer and the Airtime Provider is signed by the Customer and processed by the Airtime Provider and continue until it expires, is terminated by the Airtime Provider, or the Customer is otherwise released from the contract by the Airtime Provider.
6.2. Chalvington shall operate and maintain a telephone support desk to receive and process any requests for support in respect of the Mobile Services.
6.3. The Customer acknowledges and agrees that:
a. We bear no responsibility for and will not be liable for any loss suffered by the Customer as a result of any fault that is caused by an error or defect in the network or software.
b. The sole responsibility of Chalvington in respect of any issues with hardware supplied under or in connection with the Mobile Services shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty.
c. We will not be liable for any loss of data, loss of productivity or financial losses incurred or corrupt back-ups of data or back-up procedures, network outages, or errors, failures or defects in the operating system.
6.4. The Customer warrants to Chalvington that, where We provide the Mobile Services and the Customer uses equipment it owns or equipment that it has the valid right to use, it is the Customer’s responsibility to ensure any such equipment works and is suitable as is for the Customer to receive and/or use the Mobile Services. By way of example and without limitation, the Customer must check and ensure that any handset it proposes to use is unlocked and this shall not be the responsibility of Chalvington.
6.5. In relation to any equipment that is supplied or installed by Chalvington to the Customer in connection with the Mobile Services hereunder, except for equipment purchased by the Customer under clause 6.6, the following shall apply:
a. The Customer shall notify Us in writing within three (3) Business Days of receipt, if any of the equipment is damaged or if the order has been incorrectly fulfilled.
b. Chalvington is not obliged to offer the Customer a refund, exchange or credit to the Hardware Fund in the event that equipment is ordered by the Customer in error.
6.6. In respect of Wholesale Mobile Services, the Customer acknowledges and agrees that Chalvington may at its discretion, increase the Charges for line rental provided that Chalvington gives the Customer not less than thirty (30) days written notice prior to the increase. Such increase to be capped at 5% in any one year.
6.7. Charges in respect of calls are subject to fluctuation or change by Chalvington without notice to the Customer.
7. IT SERVICES
a. The Customer undertakes to comply strictly with any license requirements on software supplied by Us that are imposed by Chalvington or any Third-Party from whom the software has been originally licensed.
b. Programs from Third Parties are supplied by Us according to the manufacturer’s specification.
c. It is the Customer’s responsibility to confirm that all programs, whether manufactured by Us or by a Third Party, suit the Customer’s purposes prior to purchase.
d. We accept no liability for any loss or damage (whether consequential, economic or otherwise) from a failure on the part of the Customer to adhere to the licensing requirements of any software.
e. The Customer agrees to reimburse or refund any costs, legal expenses or damages incurred by Us by reason of the Customers failure, intentional or otherwise to adhere to the licensing requirements of any software.
7.2. Data Security
a. It is the responsibility of the Customer to ensure that adequate backup copies of system, program and Data files are taken. We may advise on the frequency and method of such backing up but take no responsibility for any problems arising from inadequate backup process or availability.
b. It is the responsibility of the Customer to ensure that the power supplied to the computer and ancillary Equipment is of a stable nature and not subject to interference from other electrical or electronic Equipment. We take no responsibility for any loss or damage resulting from an insufficient or unstable power supply.
c. Engineering services outside of Support Agreements are charged at Our Standard Rate.
d. Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
8. HOSTING SERVICES
8.1. We shall perform the Hosting Services in relation to Authorised Users:
a. the Customer’s access to the Server shall be limited to such number of individual Authorised Users, being employees or independent contractors of the Customer, as stated in the Specification;
b. the Customer shall maintain a written list of current Authorised Users, and the Customer shall provide such list to Us as may be reasonably requested by Us from time to time;
c. the Customer shall ensure that each Authorised User keeps a secure password for his access to the Software on the Server and that each Authorised User keeps his password confidential;
d. We may audit the name and password for each Authorised User; and
e. if such audit reveals that passwords have been provided to individuals who are not Authorised Users, and without prejudice to Chalvington’s other rights, the Customer shall promptly disable such passwords and shall not issue any new passwords to such individuals.
9. CONFIGURATION SERVICES
9.1. Chalvington shall perform the Configuration Services in accordance with the Specification. We will use reasonable endeavours to meet any performance dates set out in the Specification, but any such dates shall be estimates only, and time shall not be of the essence in this agreement.
9.2. Upon completion of the Configuration Services in respect of a Deliverable, the Customer shall be able to access that Deliverable online. Within five days of Us notifying the Customer that it has completed the configuration services in respect of a Deliverable, the Customer shall review that Deliverable to confirm that it functions in material conformance with the applicable portion of the Specification. If the Deliverable fails in any material respect to conform with the applicable portion of the Specification, the Customer shall give Us a detailed description of any such non-conformance (Error), in writing, within the five-day review period.
9.3. We shall use reasonable endeavours to correct any such Error within a reasonable time and, on completion, submit the corrected Deliverable to the Customer.
9.4. If the Customer does not provide any written comments in the five-day period described above, or if the Deliverable is found to conform with the Specification, the Deliverable shall be deemed accepted.
9.5. In the event that We are unable to correct an Error (without incurring significant further costs), then We may give notice in writing to the Customer that it is unable to complete the Configuration Services in respect of that particular Deliverable and give the reason why. If the reason is due to Customer Software, the Customer’s internet connection or hardware or any instruction, act or omission of the Customer, then We shall be entitled to such proportion of the Fees as relate to the Configuration Services for the relevant Deliverable. Otherwise, each party shall be released from any further obligation under this agreement in respect of the relevant Deliverable. The agreement shall continue in respect of all other Deliverables and We shall be entitled to the Fees relating thereto.
9.6. The Customer shall not:
a. transfer, temporarily or permanently, any of its rights under this agreement, or
b. attempt to obtain, or assist third parties in obtaining, access to the Software or the Server; and
c. the Customer shall use reasonable endeavours to prevent any authorised access to, or use of, the Server and/or the Software and notify Us promptly of any such unauthorised access or use.
9.7. The Customer shall not store, distribute or transmit any Viruses, or any material through the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
9.8. The Service Level Arrangements shall apply with effect from the start of the month after the Configuration Services have been satisfactorily completed.
9.9. It shall be the Customer’s responsibility to ensure that the Authorised Users have suitable internet access in order for them to access the Software.
9.10. Chalvington may assign an Internet Protocol (“IP”) address to the Customer. The Customer shall have no right to use that IP address except as permitted by Us in our sole discretion in connection with the use of Our Service(s). We shall retain ownership of all IP addresses assigned to you by Us. Chalvington reserves the right to change or remove any and all such IP addresses at its sole discretion. The Customer acknowledges and agrees that shared IP addresses assigned to you by Us shall be used by other customers as well.
9.11. Chalvington provides certain Services designed to filter unwanted email. Depending on the Services set out in your Order, email filtering may be activated by default; in other cases, it may be available as an additional paid Service. Email filtering will likely result in the capture of some legitimate email and the failure to capture some unwanted email that may contain spam, phishing scams and viruses. We recommend that you implement additional levels of protection. Email that is captured by our filtering system is not subject to our SLA.
9.12. The proprietary and third-party software we offer as part of the Service(s) will be provided as-is and will be subject to availability and all warranty disclaimers and limitations of liability set out herein. Such software may have terms and conditions that are in addition to these. You must agree to those terms to use the software. If you fail to do so, you will not be able to use the Service(s). Terms and Conditions concerning the above-mentioned Third-Party software are incorporated by reference and links to any such terms and conditions are available on request.
10. SUPPLIER AND THIRD-PARTY SOFTWARE
10.1. In consideration of the Fees, Chalvington shall grant to the Customer a non-exclusive non-transferrable licence to:
a. use Our Software on and subject to the terms and conditions of the relevant Chalvington Software Licence; and
b. use the Third-Party Software on and subject to the terms and conditions of the relevant Third-Party Software Licence.
10.2. The Customer agrees to abide at all times with the terms and conditions of each Chalvington Software Licence and Third-Party Software Licence.
11. CUSTOMER DATA
11.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
11.2. Any Customer Data uploaded to the Server (whether by Us or otherwise) is done so at the Customer’s own risk.
11.3. Chalvington shall perform scheduled back-ups of the Customer Data. Unless detailed in the Specification, daily incremental back-ups with 30 days retention.
11.4. The Customer shall have the system tools to perform a manual backup on an ad hoc basis.
11.5. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Chalvington to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Us. Chalvington shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any Third-Party (except those third parties sub-contracted by Us to perform services related to Customer Data maintenance and back-up).
11.6. If Chalvington processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Chalvington shall be a data processor and in any such case:
a. the Customer warrants that the Customer is entitled to transfer the relevant personal data to Chalvington so that the We may lawfully process the personal data in accordance with this agreement on the Customer’s behalf; and
b. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
12. SUPPLIERS OBLIGATIONS
12.1. Chalvington undertakes that the Services will be performed substantially in accordance with the Specification and with reasonable skill and care.
12.2. Chalvington shall update and patch the Chalvington Software and the Third-Party Software as it deems necessary. Unless agreed otherwise in the Specification, We shall only update the Customer Software at the request in writing of the Customer.
13. USER CONTENT AND MONITORING OF USER CONTENT
13.1. You may upload, store, publish, display and disclose information, text, files, emails, images, designs, graphics, photos, videos, sounds, software and other content on or through the Services (“User Content”).
13.2. User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or disclosing User Content on or through the Services, you represent and warrant to Us that (i) you have all necessary rights to display and disclose such content, and (ii) your posting or disclosure of User Content does not violate the rights of Us or any Third-Party.
13.3. Solely for purposes of providing our Services, you hereby grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right and license to: (i) use, modify, publicly perform, publicly display, reproduce, excerpt (in whole or in part), publish, distribute User Content, including to make back-up copies of User Content and User Websites without any payment. Except for the rights expressly granted herein, We do not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.
13.4. We shall not exercise control over and accept no responsibility for User Content or any other information passing through our Services. We may monitor User Content but is under no obligation to do so. If you or your End Users post or publish any material in violation of these TOS, or otherwise violate these TOS, in order to resolve the issue We reserve the right to review your Content and immediately take any corrective action, including without limitation removal of part or all of the User Content or User Websites, suspension or termination of any and all Services with no refund. You hereby agree that We shall have no liability due to or arising out of any corrective action that We may undertake.
14. ACCEPTABLE USAGE POLICY
14.1. The Customer accepts and acknowledges that they have a responsibility to ensure that the Software and the Server are not used in an irresponsible manner. Activities deemed to be irresponsible by Chalvington include, but are not limited to, bulk unsolicited e-mailing (spamming), the hosting of fraudulent or ‘phishing’ sites or the use of the Software and/or the Server in an attempt to circumvent the security of Third Party machines and networks.
14.2. The Server must not be used for:
a. the hosting of adult content;
b. the transit of VPN tunnels where neither end of the tunnel terminates on the Server;
c. the provision of services which route traffic through the Server in such a way as to disguise the true source of the traffic (e.g. anonymous proxy or VPN services);
d. any open recursive DNS services;
e. content delivery network services;
f. connection to p2p or bittorrrent networks;
g. running IRC servers;
h. running proxy servers of any type;.
14.3. The Server may only be accessed by Authorised Users.
14.4. Chalvington reserves the right to suspend or cancel in whole or in part any of the Services which is affecting the ability of Us or the Server to provide acceptable levels of service to other customers.
14.5. If We determine that either the Software or the Server is being used in breach, Chalvington shall have the right to suspend the Services and the Customer’s access to the Server immediately and without prior notification. The Customer will be informed of the suspension and if it has not acted to resolve the reported issue within 24 hours We shall have the right to terminate this agreement immediately.
15. CHANGE OF CONTROL
15.1. If either party wishes to change the scope of the Services (including Customer requests for additional Software to be made available via the Server or a change in the number of Authorised Users), it shall submit details of the requested change to the other in writing.
15.2. If either party requests a change to the scope or execution of the Services, We shall, within a reasonable time, provide a written estimate to the Customer of:
a. any variations to the Fees arising from the change; and
b. any other impact of the change on the terms of this agreement.
15.3. If We request a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
15.4. If the Customer wishes Chalvington to proceed with the change, We have no obligation to do so unless and until the parties have agreed in writing the necessary variations to its Fees and any other relevant terms of this agreement to take account of the change.
16. PROPRIETARY RIGHTS
16.1. The Customer acknowledges and agrees that Chalvington and/or its licensors own all intellectual property rights in the Chalvington Software and the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licences in respect of the Chalvington Software, the Services, the Third-Party Software or any related documentation.
16.2. Chalvington warrants that it has all the rights in relation to the Chalvington Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
16.3. The Customer warrants to Chalvington that it has all the necessary rights, licences and consents to permit the Customer Software to be made available and used by the Authorised Users via the Server and otherwise used in accordance with the terms of this agreement.
16.4. You may not upload, store, publish and display on or through our Service(s) any personal data, private or any other personally identifying information, images, videos of minors or any Third-Party, without the consent of said party (or a parent’s consent in the case of a minor). If you use the Services to upload, store, publish, display or otherwise disclose such information, you acknowledge and agree that you have obtained the prior consent of the said parties.
16.5. You must ensure that each of your End Users complies with these TOS, and to any policies and agreements that are incorporated by reference.
16.6. You declare that (i) you have technical knowledge necessary to ensure the proper use, administration, management of our Service(s); (ii) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Services necessary to take advantage of them.
17. SERVICE LEVEL ARRANGEMENTS
17.1. Maintenance of the Server and/or the Software may require interruption of the Hosting Services from time to time. We shall at all times endeavour to keep any Service interruptions to a minimum.
17.2. Chalvington shall use its reasonable endeavours to provide 99% uptime service availability (Uptime Service Level). This availability refers to access to the Server. The Customer is responsible for its own internet access. Availability does not include:
a. Maintenance Events outside of Normal Business Hours;
b. Customer-caused or Third Party-caused outages;
c. Emergency maintenance, hardware and software failure remedied under 1 hour;
d. Downtime caused by DNS and/or IP address changes for which you have been notified, but you failed to set your configuration;
e. Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events;
f. Downtime caused by you, your own configuration, or third-party applications you use;
g. Downtime caused when you reach the maximum resources allocation for your plan;
h. Downtime caused by your violation of these TOS or any other policy announced on our website;
i. Downtime during upgrade/downgrade of your IT Cloud, Hosted Dedicated Server or Shared Hosting resources;
j. Downtime during processing of your technical support request(s);
18. IT SUPPORT CONTRACT
18.1. IT Support is provided Monday to Friday from 07:00 to 18:00 excluding public and bank holidays, unless otherwise agreed in writing.
a. Unless there is a total system failure or no access to email, requests for support should be logged as tickets via Our online portal, the link for which is found on the home page of Our website (www.chalvingtongroup.com). Where You are unable to access this, Our Support Team should be called on 01323 440400.
b. Tickets are dealt with in order of priority and also in order of receipt.
c. SLA’s are set depending on the severity of issues and their impact on Your ability to continue working. Full details of these upon request. SLA’s do not become valid until a ticket has been logged to Our system.
d. For all Devices/Licenses supported as part of the IT Support Contract, the type, make, model and serial number of each must be recorded and logged prior to commencement of support.
18.2. Scheduled Facilities Management (FM) Visits will be booked at the start of each new Contract period. Should You need to reschedule the agreed date and/or time, We require forty eight (48) working hours’ notice of this either by telephone or email with a returned Read Receipt. In the event that insufficient notice is given, We reserve the right to deem the allocated time as taken.
18.3. Addition of new devices. We will support new devices whether purchased from Chalvington or a third party chargeable at your contracted support rate. Items/Devices/Equipment not purchased through Chalvington must be registered with Us prior to Support being provided. This should be done in writing to Us either by email or post (to 6 & 7 Apex Business Park, Hailsham, East Sussex, BN27 3JU), detailing the type, make, model and serial number of each addition. The additional cost will be added whether monthly or invoiced as a pro rata amount to the end of the Agreement dependent on Your agreed method and frequency of payment.
18.4. Server Monitoring runs twenty-four (24) hours per day, seven (7) days per week. Logs are checked during working hours. Issues which arise outside of these hours are dealt with on the next working day.
18.5. Installation of new equipment, peripherals and software and upgrading of software from Third Party vendors are not covered by the IT Support Contract and are chargeable at Our Standard Rate
18.6. Anti-Virus Protection and Monitoring is only available to Customers using F-Secure Anti-Virus products. In the event that a definition is flagged as over thirty (30) days old, You may be required to take steps to rectify this. We will attempt to update definitions no more than three times per flag.
18.7. Website and Domain Hosting does not include management or repair of content-related issues on Your Website. These should be addressed with the relevant Supplier. In order to be able to manage Domains, We must either be the Supplier or You must give Us control accordingly.
18.8. Should You choose not to act on Our recommendations, We reserve the right to make separate charges for support regarding repeated issues which result.
18.9. We take no responsibility for failed Backups or any related issues which result from the Customer failing to perform their agreed part in the process.
18.10. Issues which result from purchases from or actions of Third Parties will not be covered by the IT Support Contract and Support will be chargeable at Our Standard Rate.
18.11. Onsite Support will not be provided for issues which are deemed ‘Remotely Fixable’. These include but are not limited to e.g. keyboards and mice and actions that it is reasonable to expect You to undertake (e.g. re-starting devices or plugging items in).
18.12. We reserve the right not to provide support for Devices with Win XP or lower, servers over five years of age, or devices without business-grade anti-virus cover unless otherwise agreed in writing.
18.13. Damage to equipment caused by and including, but not limited to natural occurrences (e.g. fire, flood), animal, accidental or malicious sources, is not covered by the IT Support Agreement.
18.14. Email Hosting per account is not recommended for businesses with ten (10) or more addresses.
18.15. Disaster Loan Equipment is only available once the Disaster Recovery Plan has been completed and is in place.
18.16. Chalvington Software (NGauge) and Datafile Support are not included in the IT Support Contract, Separate Support Contracts for these are available on request.
18.17. In the event that payment for Support is not received as per Our Terms and Conditions of Business, We reserve the right to restrict service until such time as remittance has been made.
18.18. Fair use, for Customers using an average of more than eight (8) hours of support per device per annum (calculated by dividing the total number of hours provided by the number of devices), We reserve the right to increase the annual/quarterly/monthly cost of support by five (5) percent.
18.19. For Customers requesting an average of more than twenty-four (24) remote change requests per device per annum (calculated by dividing the total number of requests by the number of devices), We reserve the right to increase the monthly cost of support by £5.00 per month, per device.
18.20. Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
19. TELECOMS AND CCTV SUPPORT MAINTENANCE CONTRACT
19.1. Telecoms and CCTV Support is provided Monday to Friday from 08:30 to 17:00 excluding public and bank holidays unless agreed in writing.
a. Unless there is a total system failure or no access to email, requests for support should be logged as tickets via Our online portal, the link for which is found on the home page of Our website (www.chalvingtongroup.com). Where You are unable to access this, Our Support Team should be called on 01323 440555.
b. Tickets are dealt with in order of priority and also in order of receipt.
c. SLA’s are set depending on the severity of issues and their impact on Your ability to continue working. Full details of these upon request. SLA’s do not become valid until a ticket has been logged to Our system.
19.2. The Customer shall at all times:
a. Immediately notify Us of any information We reasonably require to enable Us to proceed with the performance of the Services.
b. Afford Our staff and other authorised personnel full and safe access to the installation address to enable Us to carry out the Maintenance or Installation Services.
19.3. The Maintenance agreement shall not include, or be deemed to include, repair or maintenance to equipment that is faulty or has failed due (in whole or in part) to or caused by:
a. fair wear and tear;
b. failure in air-conditioning or fluctuations in electrical power;
c. any failure of equipment or software attached to or integrated to the Equipment where such equipment or software was not supplied by Us;
d. vandalism, fire, theft, water or lightening;
e. any defect or error in software loaded on to the Equipment;
f. failure by the Customer to adequately maintain any Equipment or operate it in accordance with the manufacturer’s specifications, guidelines or recommendations;
g. any attempt by the Customer or any third party other than Us or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Equipment or any equipment or cabling attached to it.
h. ancillary items, including but not limited to, DECT/Cordless handsets, answerphones, call loggers, payphones, fax machines, external music on hold sources, any cabling and/or consumables unless otherwise agreed in writing;
i. the maintenance or repair of any extension wiring, any Equipment not at the Site, or of anything other than the Equipment;
j. the reprogramming of the Equipment to provide improved or modified services or facilities.
19.4. Where a date/time for on-site Service has been agreed, the Customer accepts that failure to provide access when specified will result in charges for time at our Standard Rate which will be payable to Us on demand.
19.5. If Equipment becomes faulty and Maintenance has not been taken out, this becomes the responsibility of the Customer and any assistance provided by Us or new Equipment purchased, will be at their cost.
19.6. Engineering services outside of Maintenance Agreements are charged at Our Standard Rate (details available on request) Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
20. CONFIDENTIALITY AND DATA PROTECTION
20.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party may disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
20.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This is in addition to and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws. References to ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, ‘Process’, ‘Processed’ and ‘Processing’, have the meanings set out in, and will be interpreted in accordance with, the Data Protection Laws.
20.4 The Customer acknowledges and accepts that the Customer may provide and Chalvington may Process Personal Data belonging to or relating to the Customer’s clients, staff and other contacts, on the Customer’s behalf, and the Customer further acknowledges and accepts that We may share such data (or any part of it) with its third party service providers to enable Us to supply its Standard Terms and Conditions the Equipment and/or Services to the Customer in accordance with the Contract. In respect of such Personal Data, Chalvington shall be the Processor, and the Customer shall at all times be the Controller.
20.5 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Chalvington for the duration and purposes of this Contract and the Customer will only disclose to Chalvington the Personal Data required to perform its obligations under the Contract.
20.6 The details of the Processing operations conducted by Chalvington are as set out below and as may be updated from time to time as agreed in writing between the parties:
20.6.1 the subject matter of the Processing of Personal Data by Chalvington is the performance of the Services pursuant to the Contract;
20.6.2 Chalvington will Process Personal Data for the duration of the Contract, unless otherwise agreed upon in writing between the parties;
20.6.3 Chalvington will Process Personal Data received under the Contract only for the purposes set forth in the Contract and as generated by the Customer ‘s (or its employees’, agents’ or subcontractors’) use of the Services;
20.6.4 the data Processed may include the following types of Personal Data:
22.214.171.124 Email Address
126.96.36.199 Postal Address
188.8.131.52 Telephone Number
184.108.40.206 Contract Records
20.6.5 The data Processed may concern the following categories of Data Subjects, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
220.127.116.11 the Customer ‘s employees, directors and contractors;
18.104.22.168 the Customer’s customers or third parties authorised by the Customer to use the Services.
20.6.6 Chalvington shall, in relation to any Personal Data Processed in connection with the performance by Chalvington of its obligations under the Contract:
20.6.7 Process that Personal Data only on the documented written instructions of the Customer unless required to do so by Data Protection Laws to which Chalvington is subject, in such a case, Chalvington shall inform the Customer of that legal requirement before Processing , unless that law prohibits such information on important grounds of public interest;
20.6.8 immediately notify the Customer if, in Chalvington· opinion, an instruction infringes Data Protection Laws and Chalvington will not be required to comply with that instruction;
20.6.9 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected , having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
20.6.10 ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential;
20.6.11 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
22.214.171.124 appropriate safeguards are provided (by either Chalvington or the Customer) in relation to the transfer;
126.96.36.199 the Data Subject has enforceable rights and effective legal remedies;
188.8.131.52 Chalvington complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred;
184.108.40.206 Chalvington complies with reasonable instructions notified to it in advance by the Customer with respect to the Processing of the Personal Data;
20.6.12 taking into account the nature of the Processing , including by appropriate technical and organisational measures, insofar as this is possible, assist the Customer, at the Customer’s cost, in responding to any Data Subject access requests and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
20.6.13 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
20.6.14 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Data Protection Laws to store the Personal Data;
20.6.15 maintain complete and accurate records and information and upon the Customer’s prior written request at reasonable intervals, make available to the Customer all information necessary to demonstrate Chalvingtons’ compliance and allow for and contribute to audits, including inspections, conducted by the Customer or the Customer ‘s designated auditor, provided that the Customer:
220.127.116.11 provides Chalvington reasonable prior written notice, in any event being not less than 30 Business Days, of such audit and/or inspection being required by the Customer;
18.104.22.168 Chalvington and the Customer mutually agreeing upon the scope, timing and duration of the audit and/or inspection;
22.214.171.124 ensures that such audit and/or inspection is conducted during Business Days and business hours, being 8.30am to 5.00pm Monday to Friday with minimal disruption to Chalvington’ business, the sub-processors’ business and the business and interests of other customers of Chalvington;
126.96.36.199 not causes Chalvington to breach its confidentiality obligations with its other customers, suppliers or any other organisation;
188.8.131.52 reimburse Chalvington’ reasonable charges associated with the audit and/or inspection.
20.7 The Customer consents to Chalvington appointing third-party sub-processors of Personal Data in connection with the provision of the Services and/or Equipment under the Contract. Chalvington will maintain an up-to-date list of sub-processors which will be available on request. Chalvington confirms that it has entered or (as the case may be) will enter with the sub-processor into a written agreement incorporating terms which protect Personal Data to the extent applicable to the nature of the Services provided by such sub-processor and in either case which Chalvington confirms reflect and will continue to reflect the requirements of Data Protection Laws. As between the Customer and Chalvington, Chalvington shall remain fully liable for all acts or omissions of any sub-processors appointed.
21. EQUIPMENT FINANCE AND CREDIT
21.1 The Customer hereby consents to and will arrange to obtain the consent of its Owners, Directors, Officers and Assigns, to enable Us to carry out searches with credit reference agencies relating to the credit worthiness of the Customer and/or its Owners, Directors, Officers and Assigns. The Customer undertakes to supply or procure the supply of all information requested for a credit search with a Credit Reference Agency, who will add to the Customer’s records and/or those records of its Directors, Officers and Assigns details of the searches and these will be seen by other organisations that make searches.
21.2 It is agreed that where We approach a Finance Provider to arrange Finance for the purchase of Equipment then We act as an agent for the Customer and not for the Finance Provider.
21.3 The Customer undertakes to supply all information requested by the selected Finance Provider(s) who will register searches with one or more Credit Agencies and will add to the person’s records, details of the searches which will be seen by other organisations that make searches.
21.4 After Delivery and when Installation (where applicable) has been completed, any failure by the Customer to complete the Finance Agreement documentation and commence payment in accordance with the terms of the Finance Agreement shall render the Customer liable to pay to Us the whole of the Price (plus VAT) within seven (7) days of presentation of an invoice.
21.5 You must keep the Equipment in good condition and must ensure that all necessary maintenance and repairs are carried out by Us at your expense if necessary as soon as possible. The Period of Maintenance will start on the installation date and continue for the period of the lease/hire Agreement this will supersede all other minimum term agreements.
21.6 You must keep the Equipment in your possession at the Installation Address free from any lien, claim or charge. You must not allow the Equipment to become a fixture.
21.7 You must not sub-hire the Equipment or attempt to sell it. We must be permitted to affix such plates, labels or other identifying marks to the Equipment as we shall require and you will grant us access to the Equipment at all reasonable times for that purpose subject to our giving you reasonable notice.
21.8 At the end of the Finance Agreement (where notification is received by Us from the relevant Finance Provider), We will write to the Customer advising them of their options and requesting a response within a specified time frame.
21.9 We will call the Customer prior to the end of the specified deadline to confirm their choice of action. In the event that they cannot be reached, the Customer will be sent an email requesting confirmation of their decision.
21.10 If no written response is received from the Customer by the specified deadline, or We have been unable to reach them by telephone and email, We reserve the right to take this as notification that they wish to purchase title of the Equipment and an invoice will be provided accordingly.
21.11 At the end of the Finance Agreement, any Customers not wishing to take full ownership of the Equipment are liable to send all Equipment back to Us at their own cost.
21.12 Once the Finance Agreement is terminated, if ownership is not taken, the Customer has seven (7) days to return the Equipment, at their own cost or incur charges of £25.00 per day. Removal of the Equipment by an engineer will be charged at Our Standard Rate.
21.13 If Equipment is not returned by the Customer, We or a nominated Third Party may enter upon any premises of the Customer or any Third Party where the Equipment may reasonably be believed to be stored and collect the Equipment without obstruction from the Customer or any other Third Party, the cost of which will be payable by the Customer.
21.14 Should returned Equipment be incomplete, We reserve the right to invoice the Customer for 50% of the suggested retail price of each missing item.
21.15 Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
22. EQUIPMENT PAYMENT
22.1 Cash Sales: A deposit is required for sales over £1000 equal to one half of the Price (Plus VAT) at the time of placing an order. The balance of the Price (Plus VAT) as defined, is payable immediately upon completion of Delivery.
22.2 Finance Plans: Where payment is arranged through a Finance Provider, payment shall be in accordance with the terms of the Finance Agreement.
22.3 Unless otherwise specified, the Price is based on the assumption that the Equipment and (where applicable) Installation Services will be completed in one visit to the site. Accordingly, We may at Our discretion at any time, increase the Price to take account of any additional costs to Us (including but not limited to storage and delivery costs) by reason of delivery taking more than one visit.
22.4 Payment of all sums due to Us shall be made without any set-off whatsoever.
22.5 Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
23. SUPPLY AND DELIVERY OF EQUIPMENT
23.1 It is the responsibility of the Customer to satisfy themselves that the Equipment ordered will meet their requirements.
23.2 We will use our best endeavors to deliver Goods in accordance with the Customers’ requirements but will not be responsible for any consequences of late delivery howsoever caused.
23.3 If the Customer fails to take delivery of the Equipment, or if by reason of any instructions or lack of instructions from the Customer, the delivery of any Equipment, in accordance with the Contract, is delayed for more than twenty eight (28) days, after We have given notice in writing to the Customer that the Equipment is ready for delivery, the Equipment shall be deemed to have been delivered in accordance with the Contract and thereafter the Equipment shall be deemed to be at the risk of the Customer. The Customer shall pay to Us, the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of twenty-eight (28) days.
23.4 If by reason of refusal or delay of delivery or installation, the Equipment shall be deemed to have been delivered in accordance with condition 6.3, then payment shall be made by the Customer to Us for the balance of the price within seven (7) days of such deemed delivery date.
23.5 The Customer will examine Goods immediately on delivery and immediately notify Us of any shortages/damages. We reserve the right to reject claims in respect of shortages or damage in transit or non-delivery eight (8) working hours after the due date for delivery.
23.6 Nothing in this section of the Agreement shall affect the party’s rights of termination or after termination in the general provisions of the Agreement.
24. GENERAL PROVISIONS
24.1 Invoicing and Payment
24.1.1 All sums due to Us under the Agreement or quoted for by Us in relation to Goods and Services are exclusive of Value Added Tax and any other applicable taxes, which may from time to time be introduced unless otherwise specified in writing. These shall be charged in accordance with the relevant regulations in force at the time of making the taxable adjustment and must be paid by the Customer.
24.1.2 Any disputes arising from invoices received are to be notified to Us in writing within seven (7) days of the invoice date.
24.1.3 If payment should not be received within thirty (30) days from the date of invoice, We will be entitled to charge the sum of £85.00 per invoice in administration costs incurred in taking steps to secure payment. In addition to these costs, a special administration fee of £100 will also be chargeable should the debt go to a third party for recovery.
24.1.4 If payment of any invoice should not be received within forty-five (45) days from the date of invoice, We reserve the right to restrict Services or Functionality of any Equipment which is supplied and/or maintained by Us, until such time as full settlement has been made.
24.1.5 Unpaid cheques and returned requests for Direct Debit, where We have not been notified in advance by the Customer, for reasons including but not limited to: changes in banking details, cancellation of the instruction and insufficient funds are chargeable at £35.00.
24.1.6 We reserve the right to allocate monies We hold from the Customer under other Agreements they have with Us to cover any outstanding amounts the Customer owes Us.
24.1.7 Should the Customer fail to settle any amount due following the termination of Services, We reserve the right to automatically debit the amount from any direct debit mandate that may be set up in Our favour at the time without obstruction by the Customer.
24.1.8 Should We fail to charge for Goods or Services immediately following their provision whether by Our failure to charge or charges being supplied to Us late by a Third Party, it will not constitute a breach or waiver Our right to request payment.
24.1.9 We reserve the right to charge for administration costs with regard to extraordinary activity on Your Account, including but not limited to repeated requests for information and dealing with invalid disputes. Any letters sent following the initial response to resolve a query, may be charged at £15.00 per letter and copy invoices provided in any medium other than email, may be charged at £1.50 per invoice.
24.2 Retention of Title
24.2.1 All Goods remain Our property until paid for in full.
24.2.2 Should payment not be received by Us in full within the agreed Terms, We shall be entitled to require the Customer to deliver up the Equipment to Us and if the Customer fails to do so forthwith, to enter upon the premises of the Customer and repossess the Equipment without obstruction by the Customer. The Customer will also pay to Us any sums lost or incurred as a result of this.
24.3 Incentives and Bonuses
24.3.1 Any incentives offered by Us must be used within twelve (12) calendar months of the commencement of The Agreement unless otherwise stated on the Order Form, Purchase Order or Accepted Quotation. No Carry-over is permitted.
24.4 Duration, Cancellation and Termination
24.4.1 In signing this Agreement, the Customer agrees to pay for the Services specified in the Order Form, Purchase Order or Approved Quotation for a minimum term of thirty-six (36) calendar months unless otherwise specified in the notes section of the Order Form, the Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term.
24.4.2 Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.
24.4.3 Where the Customer is a Small Business Customer, the Customer may terminate the Contract by giving not less than 90 days’ notice in writing to Chalvington, such notice to expire no earlier than the end of the Minimum Term.
24.4.4 The Customer agrees that signing this Agreement will terminate any corresponding Service Agreements with their existing Service Provider including but not limited to Licenses, Support, Calls, Line Rental and xDSL. The Customer authorises Chalvington Communications Ltd to use all information they provide in order to liaise directly with the Service Provider.
24.4.5 No cancellation, suspension or variation of an order requested by the Customer shall be valid unless agreed by Us in writing. In the case of the Customer cancelling before installation/delivery, they shall be subject to provide payment to Us in compensation for expense incurred in connection with the order and for loss of profit amounting to 25% of the invoice value.
24.4.6 If the Agreement is terminated by the Customer before the expiry of the Minimum Term, We reserve the right to charge the full Rental of Services in relation to any unexpired part of the relevant term, as well as Call charges based on the average Calls invoiced during the previous three (3) calendar months.
24.4.7 If the agreement is terminated following the expiry of the Minimum Term, all tariffs and pricing will revert to Our Standard Rates until the relevant services have ceased billing on Our Network or moved to a Third Party.
24.4.8 Without prejudice to any other rights or remedies under the Agreement or at law, We may terminate the Agreement, or cancel the Services at any Site immediately by serving written notice on the Customer if:
184.108.40.206 the Customer becomes insolvent or is subject to a court winding up order,
220.127.116.11 the Customer commits the breach of any material obligation under this Agreement and in the case of a remediable breach, fails or is not capable to remedy the breach within fourteen (14) days of receiving written notice to do so from Us – following which all Service/Maintenance charges to the end of the relevant Minimum Term/s and Call charges based on the average Calls invoiced during the previous three (3) calendar months will become due.
24.4.9 On termination of this Agreement for any reason the Customer will:
18.104.22.168 Pay Us all outstanding charges due under this Agreement, in full and on demand.
22.214.171.124 Pay us all cancellation/cease charges levied by Our suppliers
126.96.36.199 If a Company changes ownership, it is the responsibility of the signatory on the Order Form to secure and provide payment for all outstanding invoices.
188.8.131.52 If a Company changes ownership, the new Owner takes responsibility for payment of any Services provided by Us and must transfer or request the cease of any Services it does not wish Us to continue to provide within thirty (30) days or enter into a new Minimum Term Agreement.
184.108.40.206 If a Company changes ownership and the new Owner fails to complete the requested documentation, We reserve the right to suspend Services. Should the requested documentation not be received within the specified time period, all services on the relevant account will be ceased. This may result in telephone numbers being lost and new installation costs to reinstall Lines.
220.127.116.11 all licences granted pursuant to this agreement (including all and any Chalvington Software Licence and/or Third-Party Software Licence) shall immediately terminate
24.5 Warranties and Liabilities
24.5.1 Goods supplied to the Customer will be subject to the manufacturer’s warranty, however it is always recommended that the Customer purchase a Maintenance contract in addition to any warranty.
24.5.2 We shall be under no liability for any damage or loss (whether consequential, financial or otherwise) arising or said to arise from the use of any products sold by Us. Where Goods are supplied by Us and are used in conjunction with Goods supplied by a Third Party, Our responsibility shall be limited solely to the correct working and functioning of the Goods We have supplied.
24.5.3 We shall not be under any liability whether in contract, tort or otherwise and whether or not resulting from Our negligence or that of Our Employees, Servants or Agents, in respect of Goods delivered or for any damages or loss resulting from the use of Goods.
24.6 Provision of Notices and Handling of Complaints
24.6.1 The Customer may send Us notices under or in connection with this Agreement by post to Chalvington Group, 6 & 7 Apex Business Park, Hailsham, East Sussex, BN27 3JU; by email to email@example.com.
24.6.2 Should the Customer wish to complain about the Goods or Services provided by Us, they may do so by: Calling 01323 440555, writing to Us at 6 & 7 Apex Business Park, Hailsham, East Sussex, BN27 3JU, or emailing firstname.lastname@example.org. Full details of our Complaints Policy may be found at www.chalvingtongroup.com/terms-and-conditions/
24.6.3 Any notices provided to Us by post should be sent via recorded delivery and notices sent by email, should request a read receipt. Failure to provide proof of postage/reading for items sent which are not received by Us will render the notice void.
24.6.4 If the Customer is not happy with the outcome of a complaint, they may contact the Ombudsmen Service, the details of which are available on request.
24.7.1 The Customer agrees that by signing this Agreement, they are using the Services for Business Purposes, are not a Consumer, have read and accept Our Terms and Conditions and are legally able and duly authorised, to enter into this Agreement. The Customer acknowledges that We occasionally monitor and always record calls made to Us or by Us relating to Our business. We do this for training purposes and to improve the quality of Our Customer Services, including complaint handling and resolution of disputes.
24.7.2 The Customer agrees that any information, including but not limited to personal, trading location and status provided to Us, is true, accurate, current and complete in all respects and that any changes will be notified to Us immediately in writing or by calling Us on 01323 440555.
24.7.3 In the event of fraudulent activity by the Customer, the Customer agrees to return any and all Goods/Equipment related to the fraud and shall pay all costs/charges incurred by Us as a result on demand.
24.7.4 We will use reasonable endeavours to provide the Customer with the Services/Equipment as detailed on the Order Form, by the date We agree and any delay in the execution of any Service Provision/Installation of Equipment, shall not be sufficient cause of cancellation of this contract.
24.7.5 Requests by the Customer to return Goods/Equipment must be made within one (1) working day of delivery of the Goods/Equipment and are subject to Our approval. Approved returns must be sent recorded delivery and received by Us unused and in the original undamaged packaging within twenty- four (24) hours of authorisation. All returns are subject to an administration fee of £25.00+vat.
24.7.6 Where there are two or more parties as a Customer they are liable individually and together.
24.7.7 We may, at any time, increase the cost of Services by giving the Customer fourteen (14) days written notice or if less as much notice as is reasonably possible under the circumstances.
24.7.8 Change of Location – the Customer will not move any of the Equipment, nor remove the Equipment from its location as at the commencement date without Our prior written consent, (such consent not to be unreasonably withheld) nor any Network/Data Services for which the relevant Minimum Term has not yet expired. Where We consent to such relocation, We shall provide a relocation and installation Service, the cost of which shall be paid by the Customer in accordance with Our relevant Standard Rates and in addition to any other charges under the Agreement.
24.7.9 We take no responsibility for any damage, loss or inability to provide Services due to a Force Majeure/Act of God including but not limited to: Flood, Fire, Earthquake, and also including acts of Third Party theft or criminal damage, and accidental damage to property.
24.7.10 We take no responsibility for economic or other indirect or consequential loss including but not limited to: loss of profits, business, revenues or goodwill (including any such loss or damage payable to the Customer by a Third Party as a result of action brought by a Third Party), even if the loss was reasonably foreseeable or We had been advised of the possibility of the Customer incurring it and whether arising from negligence, breach of contract, statutory or otherwise.
24.7.11 The Agreement is the entire Agreement between the Customer and Chalvington Group.
24.7.12 The Agreement applies to all items of Equipment/Goods individually. If any item fails, it will not affect the rights and liabilities of either party for the other items.
24.7.13 The Customer’s duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of or damage to any Equipment/Goods.
24.7.14 Notices under the Agreement must be made in writing and delivered by hand or sent by post to the other party’s address. The address will be the one stated in the Agreement, the Registered Office or the last known address of the other party. The notice will be taken to have been delivered on the date it was delivered by hand or within twenty-four (24) hours after the date it was posted.
24.7.15 We reserve the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations arising under the Agreement. The Customer may not assign this Contract without first having received written authority from Us. Such authority not to be unreasonably withheld.
24.7.16 There can be no variation to the terms of the Agreement unless approved in writing by both parties.
24.7.17 We are obliged to comply with an order, instruction or request of the Government, an Emergency Services organisation or other competent Administrative Authority; or if We have reasonable grounds to believe that the Services are being used fraudulently.
24.7.18 The unenforceability of any one term of the Agreement will not affect the enforceability of any other terms.
24.7.19 No person or body who is not a party to the Agreement has any rights under the Contracts Act 1999 to enforce any of the Agreement.
24.7.20 The Agreement is governed by English law and disputes will be subject to the exclusive jurisdiction of the English Courts.
24.7.21 The Customer shall not engage, employ or otherwise make use of any employee, representative or agent of Chalvington Group whether independent or otherwise during the life of this Agreement or within a period of twelve (12) calendar months following termination of this Agreement. Should such a person be engaged, employed or otherwise used by the Customer, the Customer shall make payment to Us a placement fee equivalent to twelve (12) calendar months remuneration or a fee such is likely (in Our opinion) to be the equivalent thereto.
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