This Agreement represents the entire Agreement between Cranberry Communications Ltd and the Customer named on the Order Form overleaf for the provision of new hardware, associated configuration and support and Cloud Support. The Customer hereby confirms that the Agreement cannot be modified by its own terms and conditions of business, including any imposed by the Customer’s acceptance or purchase order. The Agreement can be modified from time to time by the Service Provider giving the Customer not less than 28 days’ notice to the Customer; such notice will be given in writing to the Customer. The customer depends on Network Equipment that are maintained by the supplier. This Agreement sets out how Cranberry Communications Ltd will provide support, what activities it will perform and how the client can expect problems with the equipment to be handled.
1. Definitions
The meanings of various terms set out in the Agreement are: -
· “Agreement” the Agreement between Cranberry Communications Ltd and the Customer for the provision of products and services.
· “Commencement Date” the date when the Service Provider agrees to begin the supply of the contracted for products or services.
· “Customer”/”Renter” The person/company/business with whom the contract is made/specified on the Order Form (referred to as “You” and “Your”).
· “Network Equipment” The products listed on the Order Form that are the subject of the Agreement (referred to as “Equipment”).
· “Order Form” the attached Customer Order Form setting out details of the products and associated services required.
· “Service Provider” Cranberry Communications Ltd, together with its employees and agents (referred to as “We”, “Us” and “Our”).
2. General
2.1 These conditions shall apply to the Contract to the exclusion of any terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by You or by Us and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on Our behalf. Where We specify terms with You in writing, those terms shall prevail over any conflicting terms in these conditions.
2.2 Any concession made, or latitude allowed by Us to You shall not affect Our strict rights under the Contract.
2.3 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.
3. Provision of products/services
3.1 Cranberry shall provide or procure the provision of the products/services to the Customer in accordance with the details of the Order Form and these conditions. The Customer acknowledges that it is technically impracticable to provide a fault free service and Cranberry does not undertake to do so.
3.2 Where appropriate, You authorise Us, Our agents, Our employees or other authorised personnel, to reprogram and/or install access equipment, in order to provide the Services.
3.3 All times, dates and periods given for performance of the contract are given in good faith but without any responsibility on Our part.
3.4 Cranberry Communications Ltd shall have the right to refuse to connect any Customer
3.5 The Customer acknowledges that during the installation of the equipment the Customer may suffer temporary loss of services, and /or interference to any services, which shall be reinstated following installation. Cranberry will not be liable for any loss, interruption or interference during installation.
3.6 Except as otherwise expressly permitted under this Agreement, the Customer may not:
(a) modify the Service without Cranberry’s prior written consent;
(b) redistribute, copy or use the Service, or transfer rights to the use of the Service to any third party in any way;
(c) disclose details of the Service, to any third party without Cranberrys prior written consent;
(d) use the Service except in conjunction with Cranberrys recommended operating guidelines;
3.7 Cranberry shall use its reasonable endeavours to comply with the Customers reasonable requests in respect of installation but Cranberry’s decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the equipment shall be final and binding.
3.8 Cranberry shall use all reasonable endeavours to provide and install or procure the provision and installation of the equipment at the site so that the products/service can be provided on or before any installation date specified or agreed to by Cranberry. Any installation date is an estimate only and Cranberry shall not be liable for any failure to meet such installation date.
3.9 Installation of the service may be subject to a survey carried out by Cranberry and the service may not be provided where the survey carried out is incomplete or unsatisfactory. Surveys carried out by Cranberry may be chargeable at the standard rate.
4 Length of the Contract
4.1 The contract for each product/service shall come into force on and with effect from the Commencement Date and shall continue for the minimum duration stated on this Order Form (subject to the other provisions for termination contained in these conditions) In the event that no minimum term is specified a minimum term of 36 months commencing from the Commencement Date shall apply. Thereafter the Agreement shall continue until either We or You give 90 days written notice to the other and such notice may be given at any time. If your phone service is Teams, RingCentral, 8x8 or 3CX then thereafter, the Agreement shall auto-renew for 12 months on each anniversary, until either We or You give a minimum 90 days written notice before the next anniversary to the other and such notice may be given at any time.
5. Your use of the Services
5.1 You undertake not to contravene any relevant regulations or licences regarding the provision and use of the products and services.
5.2 You shall ensure that Your associated apparatus shall at all times conform to the relevant standard or standards (if any) for the time being and We shall not be under any obligation to connect or keep connected any of Your apparatus if it does not conform or if in Our reasonable opinion it is liable to cause death, personal injury or damage to property or to impair the quality of any services provided by Us or to put Us in breach of Our obligations to any third party. You shall also comply with all relevant statutes, regulations or other legislation in force from time to time.
5.3 You undertake to use the Services in accordance with the law, and any licence(s) granted thereunder. You further undertake not to use the
Services:
(a) as a means of communications for a purpose other than that for which the services are provided; or
(b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; or
(c) for any purpose which We may notify to You from time to time by reason of any relevant legislation which comes into force.
5.4 You shall indemnify Us from all losses, fines, damages, claims, costs and expenses suffered or incurred by Us arising from or in connection with Your use of the Services in contravention of the provisions of this condition 5 or in breach of any other provision of the Contract.
5.5 You shall keep the equipment in good order and repair, ensuring it is properly operational and serviced so that the equipment remains in first class condition. Furthermore You will ensure that the Service Provider is given remote access to the Equipment to enable maintenance, software updates, fault prevention, and other ongoing works. You undertake to notify Cranberry Communications of any loss or damage to the Equipment immediately and in writing.
5.6 You undertake to notify the Service Provider of any issues or problems with the goods or of any potential changes to Your IT infrastructure in a timely manner.
5.7 You shall not make unauthorised changes to the configuration or set up of the Equipment, software or services. Doing so can amount to a breach of contract, which in turn may permit Us to terminate the contract (see section 10).
6. Mobile SIM Services
6.1 Business Extra – a bundled voice plan that includes unlimited UK 01/02/03/07 calls and SMS. Subject to fair usage policy of 3,000 minutes and 2,000 SMS per month.
6.2 Unlimited Data Plans - Usage speed throttled after fair use limit is reached. Fair use limit of 650Gb for Smartphone and Data only
connections respectively.
6.3 Disconnection Fee - £40 per CLI (IF ceased within 24 months)
6.4 SIM cards shall remain the property for Cranberry at all times and Customer shall be entitled to use the SIM cards (including any software they contain) provided for use with the Services only.
6.5 Customer shall use all reasonable endeavours to ensure that SIM cards are only used with Customer’s authorisation and shall inform Cranberry as soon as is reasonably practicable after Customer becomes aware that a SIM card is lost, stolen or damaged. Subject to clause 9.1 Customer shall be liable for any loss or damage suffered by Customer or its End Users as a result of unauthorised use of SIM cards (including due to loss or theft), up to the time that Customer has informed Cranberry that such SIM card is being used without Customers authorisation.
6.6 Cranberry shall allocate telephone numbers to Customer which Customer shall only use to access the services. Cranberry may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from the Regulatory Authorities, but will exercise all reasonable endeavours to minimise any disruption to Customer or End User. Cranberry may withdraw telephone numbers that have been allocated to Customer as a result of Customer’s failure to comply with this agreement.
6.7 If customer decides to Port a mobile telephone number allocated to Customer by Cranberry, Cranberry shall transfer Customer’s mobile telephones to Customer’s nominated mobile network operator for Customer’s use in accordance with OFCOM regulations.
7. Our Access to Your Premises and Provision of information by You to Us
7.1 To enable Us to perform Our obligations under the Contract:
(a) You shall permit or procure permission for Us, our agents, employees and any other persons authorised by Us to have access to Your premises and shall provide such reasonable assistance and information as We shall request from time to time;
(b) We will normally carry out work by appointment and during normal working hours but may request that You provide Us access to Your premises at other times, but such requests shall not oblige You to provide such access.
(c) At Your request, Cranberry may agree to work outside normal working hours and You shall pay our usual charges (details available on request) for complying with such a request.
8. Responsibilities of the Service Provider
8.1 The Service Provider will provide support to the Customer; this will be provided during working hours. These are Monday to Friday between 8am and 5pm, excluding English Bank Holidays, (more details in Section 8)
8.2 The Service Provider will provide support for QoS configuration it must be noted that other factors on the network not under the control of the Service Provider might affect QoS on the network and the Service Provider does not accept liability for any effects these may have.
8.3 The Service Provide will assist the Customer with the programming of VLAN’s for the use of the contracted for equipment.
8.4 The Service Provider will provide updates to relevant software in a timely manner, once they are judged to be safe to release.
8.5 The Service Provider will provide hardware replacement in the event of hardware failure along with all repairs and replacements to equipment necessitated by fair wear and tear, faulty workmanship or faulty hardware.
9 Providing Support for Managed equipment and Cloud solutions
9.1 The Service Provider will offer support on a remote access basis. Visits to the Customer’s premises will only take place if a hardware change is required as part of the contract and cannot be couriered.
9.2 Additional charges will be levied to the Customer for work required on site, during normal office hours outside of this Agreement at the below rates:
a) Call-out, including the first hour £160.00+VAT
b) Subsequent half hour or part thereof £40.00 + VAT
9.3 The Service Provider will provide reactive support to the Customer and investigate and respond within 8 working hours Monday to Friday 8am to 5pm.
9.4 The Customer will raise issues only by email or telephone to the standard contact details of the Service Provider. The Service Provider will not be held liable if issues raised by any other manner are not handled with accordance to these terms.
8.5 Issues raised will be managed through three tiers of support:
a) Tier One - Where all support requests begin. The issue is recorded and basic trouble-shooting activities performed.
b) Tier Two – Where an issue cannot be resolved at Tier One, it will be escalated to Tier Two. At this point the supplier will perform more complex support, using specialist staff as appropriate.
c) Tier Three – Where an issue cannot be resolved at Tier Two, a hardware replacement will be provided where appropriate.
10. Suspension of Service by Us
10.1 We may at Our sole discretion without notice suspend forthwith provision of the Services until further notice without compensation in the event that:
(a) We are entitled to terminate this Agreement, or
(b) We are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation, the provision of telecommunications services or the establishment of networks or any information provided across them or other competent
administrative authority.
(c) We need to carry out any emergency works to the network or any equipment installed at Your premises by Us for the purpose of providing the services.
(d) The Customer is in serious breach of the terms of this Agreement. Failure to pay the Service Provider by the due date is considered to be a serious breach of the conditions of this Agreement.
(e) The Service Provider reasonably believes that the products/services are being used fraudulently.
(f) The Service Provider reasonably believes that the products/services are being used for the purposes set out in section 5.3(b) above.
10.2 Where any suspension of the Services is implemented as a consequence of Your breach, fault or omission (but not otherwise), You shall
reimburse Us for all costs and expenses incurred by Our implementation of such suspension and/or the recommencement of the provision of the
Services as appropriate.
10.3 If We exercise Our right to suspend the Services this shall not restrict Our right to terminate the Contract.
11. Liability
11.1 Nothing in this Agreement shall restrict the Service Provider’s liability for death or personal injury resulting from the negligence of the Service
Provider, or of its employees, while performing their duties on behalf of the Service Provider.
11.2 In the event that any product/service fails We shall not be obliged to pay any charges incurred by You.
11.3 Nothing in these conditions shall impose any liability upon Us in respect of any non-performance or Services which are not performed in accordance with the Contract arising out of Your own acts, omissions, negligence of default.
11.4 The Service Provider shall not in any event be liable to the Customer or any third party for any indirect, consequential or incidental loss or other damages howsoever arising, or for any loss of revenue, savings or profit. The Customer shall indemnify the Service Provider against any reasonable claims and expenses arising out of any situation.
11.5 The Service Provider shall not be liable to the Customer for any delay in either providing a Commencement Date to the Customer or any other reason for delay in completion.
11.6 The Customer shall indemnify the Service Provider against all reasonable liabilities, claims, damages, losses and expenses arising from the use by the Customer of the products/services in breach of this Agreement.
11.7 It is the Customers responsibility to ensure the security of their equipment. Cranberry Communications does not accept liability for breaches of the Customer’s own telephone system or network, nor any charges that might arise from such a breach.
12. Charges and Payments
12.1 Unless otherwise agreed, You agree to pay for the Services by direct debit.
i) The direct debit will usually be taken at the start of the billing period as specified on your invoice or the next working day .
12.2 You shall pay the price for the Network Equipment/Service as set out in this Order Form. We shall be entitled to increase or decrease the prices subsequent to the placing of the Order in the event that the prices charged to Cranberry by its suppliers or sub-contractor are varied. Any such price variation shall be restricted to the price variation actually suffered or enjoyed by Cranberry.
12.3 We shall prepare and send invoices for charges each calendar month in arrears or in such other form and manner as shall be agreed with You. Charges payable shall be calculated by reference to the order or other details logged by Us and will not be generated with reference to any rates recorded or logged by You, in the absence of manifest error, these invoices will be final and binding.
12.4 The Customer will receive their invoice by email.
12.5 Without prejudice to any other rights it may have, We are entitled (both before and after any judgement) to charge daily interest on amounts outstanding 14 days after the date of the Our invoice until payment in full is received, at a rate equal to 4 per cent per annum above the National Westminster Bank plc base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Contract.
12.6 All sums referred to in the Agreement are stated exclusive of Value Added Tax and any other taxes of a similar nature which may from time to time be introduced which shall (if applicable) be charged by Us and payable by You in the same manner as the usage charges.
12.7 The price for the Services shall be due in full to Us in accordance with the terms of the Contract and You shall not be entitled to exercise any set off, lien or any other similar right or claim.
12.8 Where a direct debit mandate is cancelled without giving 14 days written notice an administration fee of £50.00 will be charged.
13. Termination of the Contract
13.1 Notwithstanding any other provision of these conditions, either We or You (without prejudice to its other rights) may terminate the Agreement by giving 90 days written notice to the other in advance of the anniversary of the commencement of the initial contract term stated in the contract and taking into account the following:
(a) This Agreement may be terminated immediately by the Service Provider if there is a significant breach of any condition or persistent breach of the terms of this Agreement by the Customer, such notice of termination is to be given in writing. In cases where the Service Provider believes that the breach is capable of remedy then a period of 7 days from the date of notification may be given to remedy the breach.
(b) Either party may terminate the Agreement immediately in the event that a receiver, liquidator or trustee in bankruptcy is appointed in respect of either party for the whole or part of their business, or where either party enters into an arrangement with its creditors, or where any proceedings to wind up either parties business have commenced.
(c) The Customer may cancel this Agreement prior to the Commencement Date by giving written notice, but will be required to pay any reasonable charges that the Service Provider has incurred to date.
(d) Where the Customer terminates this Agreement before the end of the minimum contract period or fails to provide notice of cancellation as at 11.1(a) for any subsequent term, the Customer agrees to pay the Service Provider compensation equivalent to the whole of the rental charges to the end of the minimum contract period or extension thereof and 35% of any recurring ad-hoc charges. All charges shall be calculated using the average rate from the last three complete months.
(f) The Customer may terminate the Agreement immediately upon the giving of notice in writing if there is any material or persistent breach of the Agreement by the Service Provider which is within the Service Provider’s ability to control that has not within the period of seven working
days from notification been rectified.
13.2 Where the Customer terminates this Agreement later than 90 days prior to the anniversary of the commencement of the initial contract term stated in the contract, the Customer shall provide a minimum of 90 days written notice of their wish to terminate the Agreement.
13.3 On termination of the Contract for any reason You must pay Us any outstanding charges for Your usage of the Services up to the date of termination.
13.4 Upon termination, it is the Customer’s responsibility to return all Network Equipment as per the items detailed in the order to Cranberry Communication’s offices, the Customer will be responsible for the condition of the Equipment until it is received and confirmed to be in good order.
14. Matters beyond reasonable control
14.1 Neither We nor You shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of God. The following is a non-exhaustive list of examples of reasons outside of the control of the parties; Act of God, failure or shortage of power supplies, internet failure, computer viruses, flood, drought, inclement weather, lightning strike, fire, strike or other labour dispute, any Act or omission of Central or Local Government.
15. No liability for loss of profits and data
15.1 We shall not be liable for any costs, claims, damages or expenses arising out of Our negligence or Our breach of contract or statutory duty calculated by reference to Your loss or profits or income or production or by reference to the accrual of any such costs, claims, damages or expenses on a time basis.
15.2 We shall not be liable to You for any costs, claims, damages, or expenses arising as a result of our negligence or for our breach of contractor statutory duty calculated by reference to any loss of anticipated savings or profits whatsoever or for the corruption or destruction of data.
15.3 We shall not be liable to You for any costs, claims, damages, or expenses arising as a result of network or IT problems caused by using equipment, software or services in a way that is not recommended.
16. Limitation of liability
16.1 The Service Providers liability in contract, tort or otherwise shall be limited to and in no circumstances shall exceed a sum equal to one month’s billing for the Services by Us to You based on the average billing for the Agreement by Us to You over the previous 3 calendar months or a sum equal to one month’s actual billing if the contract commenced within 3 months of the date of the claim concerned.
17. Representations
17.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement, or communication or made verbally by any of Our agents or employees shall be construed to enlarge, vary or override in any way any of these
conditions.
18. Assignment and sub-contracting
18.1 We may assign the Contract with You or sub-contract the whole or any part of the performance of the Services to any person, firm or company without Your prior written consent.
18.2 You shall not assign or delegate or otherwise deal with all or any of its rights or obligations under the Contract without Our prior written consent.
19. General
19.1 This Agreement shall be governed by and interpreted in accordance with English Law and the parties hereby submit to the jurisdiction of the
English Courts.
19.2 Implied Terms shall be excluded to the fullest extent permitted by law under any and all circumstances.
19.3 The signature of the Customer on this order will be deemed to be the authorised signatory.
19.4 Failure of either party to exercise or enforce any right within this Agreement shall not be deemed to be a waiver of such right.
19.5 The contract will not become binding until the Customer becomes connected to Cranberry Communications Ltd
19.6 All prices quoted on this form are exclusive of VAT. VAT at the current rate will be added to any invoice or payment that is deducted.