Terms & Conditions

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BT Openreach have announced a price increase for Analogue Business Lines otherwise known as PSTN Lines. This increase will apply across the industry to all CP’s (Communications Providers) who provide business line serves to customers in the UK. The increase will come into effect on the 1st September 2014. The good news is that this increase will also be accompanied by an uplift in the care level on Premium Lines to Business 2 Plus (2+). From the 22nd September all Premium lines will have their care level upgraded AUTOMATICALLY to the Business 2 Plus service.

RHM therefore will be raising its PSTN line rental charges by 35 pence per line per month. This is the exact same wholesale cost to us so RHM will not be gaining any profit advantage as a result of this change, however we do need to pass this additional cost on.

Business 2 Plus. In response to Industry feedback BT Openreach has developed ‘Business 2 Plus’, a new Service Maintenance Level (SML) that aims to meet the needs of UK Businesses. This will offer an improved repair performance. Openreach’s service ambition is to deliver Business 2 Plus On-Time Repair (OTR) performance 80-85% of the time, within 3-6 months of launch, excluding MBORC. Substantial resource and system investments within Openreach Service Delivery and Service Management teams have been made to support this increased level of OTR performance. Openreach are pleased to announce enhancements to their WLR Premium product, re-designed to meet the needs of the business market.

 The WLR Premium product will include the following 5 new features:

In Tariff:

  1. Business 2 Plus: As outlined above.
  1. ii) Enhanced Service Management Centre (SMC) support: Access to a new on-shore, ring-fenced team, dedicated to providing additional specialist support on issues Openreach CP customers deem critical for their business. The team will supplement the service delivered by existing service management desks. The SMC service wrap will continue to be shaped with Industry to make sure the team are set up to deliver an uplift in premium customer service.

iii) Smart divert: A call diversion product which offers increased functionality to help keep businesses in touch with customers and suppliers – thereby supporting business continuity needs.

Discounted (details to follow) access to:

  1. iv) More Focused Appointments (MFA) (Mon-Fri): Offering an engineer arrival on site either between 10:00 and 12:00 or between 14:00 and 16:00. Named Engineer (Mon-Fri): Offering the facility for customers to request the name of the engineer that will attend site 48 hours in advance of the appointment – especially useful where a site is sensitive/secure.
  2. v) Named Engineer (Mon-Fri): Offering the facility for customers to request the name of the engineer that will attend site 48 hours in advance of the appointment – especially useful where a site is sensitive / secure.

The way we work

We believe that the prices we quote and recommendations we make should be clear and transparent. We follow Ofcom’s General Condition 24 on Sales and Marketing of Fixed-Line Telephony Services, closely.

We identify the best communications services for our customers. We search prices from a wide range of suppliers, and then assess a best fit based on our customers’ requirements. We make sure that when we provide these quotes to you that you know who the underlying provider is, whether that is Gamma, TalkTalk, BT, or our own billing services.

We actively make sure that we don’t:

  • engage in dishonest, misleading or deceptive conduct
  • engage in aggressive conduct 
  • contact you in an inappropriate manner
  • engage in Slamming

We’ve been in business since 1992, and have built our business by providing good value services and operating in a way that our clients trust. 

For specific  terms and conditions,  please choose from the right hand menu.

Terms & Conditions: SMS Services

Please take a moment to read these terms before registering with the services that RHM Telecommunications Limited provides. These terms are an agreement between you and RHM Telecommunications Limited. It is important that you understand this agreement before you register for our Text services.

  1. RHM Telecom and you

1.1 Your use of RHM Telecom SMS Marketing services and websites (referred to collectively as the “Services” in this document and excluding any services provided to you by RHM Telecom under a separate written agreement) is subject to the terms of a legal agreement between you and RHM Telecommunications Ltd. “RHM-Text Services” means RHM Telecommunications Limited. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with RHM Telecom, your agreement with RHM Telecom will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Standard Terms”.

1.3 Your agreement with RHM Telecom will also include the terms of any Legal Notices applicable to the Services, in addition to the Standard Terms. All of these are referred to below as the “Further Terms”. Where Further Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Standard Terms, together with the Further Terms, form a legally binding agreement between you and RHM Telecom in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Further Terms say and what the Standard Terms say, then the Further Terms shall take precedence in relation to that Service.

1.6 Definitions In these terms and conditions, certain words have defined meanings which are set out in this Section 1 as follows: “Customer”, “user” and “you” means the person, firm or company who purchases Services provided by RHM Telecommunications Ltd; “Agreement” means the Customer’s agreement to use the services provided by RHM Telecom and to pay the Charges subject to these conditions or as otherwise agreed in writing. “Charges”, “payment” means the charges for the Services provided by RHM Telecom, either posted on the RHM Telecom website or agreed between parties. “Data” means the personal data provided to RHM Telecom and updated from time to time by the Customer (which may include sensitive personal data). “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.“Material” includes, in addition to a document in writing, the Data, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form.“Site” means RHM Telecom’s web site from which the Services can be accessed. “Subscriber” means each person for whom RHM Telecom holds Data on for the Customer. “Subscription” is the monthly duration from the last Billing Date. “Billing Date” means the date in the month, or the closest date in the month of which payment was first received for use of the Services. “Payment” means money received in return for using our services. “Handset” means the mobile device used by you to access and use the Service. “RHM-Text”, “we”, “us” and “our” means RHM Telecommunications Limited registered at 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester GL2 2AQ.“Offers” means a discount offer on a Product sent to users;“Privacy Policy” means the policy which governs our collection and use of your personal data which can be found on our website;“Service” and “Services” means the website and SMS services provided by us to you; “SMS” means Short Messaging Service.

1.7 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.9 Words in the singular shall include the plural and vice versa.

1.10 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.11 A reference to writing or written includes faxes and e-mail.

1.12 Where the words include(s), including or in particular are used in these terms and conditions, they are

         deemed to have the words without limitation following them and where the context permits, the words other

1.13   Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.14 References to conditions and schedules are to the conditions and schedules of this Agreement.

  1. Accepting the Terms

2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by RHM Telecom in

           the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that RHM Telecom will treat your  use of the Services as acceptance of the Terms from that point onwards.

2.3 The Services supplied under this Agreement shall be provided by RHM Telecom to the Customer from the date the Customer signs up to the Services online.

2.4 The Customer may request that the Services be varied but any such variation shall be subject to RHM Telecom’s prior written consent and the written agreement of both parties, which shall set out any new, or variation of, the Charges.

2.5 Unless the parties have agreed an annual or quarterly contract for the supply of the Services, the Services supplied under this Agreement shall continue to be supplied for successive three (3) month periods unless and until this Agreement is terminated by one of the parties giving to the other not less than one months’ notice, unless this Agreement is terminated in accordance with condition 10.

2.6 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with RHM Telecom, or (b) you are a person barred from receiving the Services under the laws of England and Wales or other countries including the country in which you are resident or from which you use the Services.

2.7 Before you continue, you should print off or save a local copy of the Standard Terms for your records.

2.8 By accepting these terms you agree to adhere by our Anti-Spam Policy.

  1. Services provided by RHM Telecom

3.1 In order to use the services provided you must register with RHM Telecom. By registering with RHM Telecom you agree to all of these terms (including the Anti-Spam Policy). These terms may be updated from time to time and these updates will be presented here. Your continued use of the service constitutes acceptance of these changes. If you do not agree with any of these changes you agree to discontinue use of our services.

3.2 Our charges are posted on our price book and may be changed from time-to-time. Payments are due for the full month for which any part of the month is included in the Subscription. Charges are due for any month on the same date, or the closest date in that month, to the date of the month you signed up with us and made your first monthly payment (the Billing Date) unless agreed in writing between you and RHM Telecom.

3.3 For any month for which you have already paid, and then choose to increase your usage (and therefore accepting a higher pricing subscription), you will be required to pay the full difference to upgrade your account to the higher level. Upon successful receipt of this payment, a new full Subscription will commence and the Billing Date will be the same date or the closest date in that month, to the date this new Subscription started.

3.4 Any cancellations or downgrades to your subscription (and therefore accepting a lower pricing subscription), will be processed in the following month (the next Billing Date). All subscription services (including, but not limited to, remaining messages and use of keywords) will remain available until the next Billing Date.

3.5 RHM Telecom may alter the level of Charges or the Charges payment terms from time to time on not less than 30 days’ written notice and shall notify the Customer of the changes to the Charges. If the Customer does not wish to accept the altered Charges, the Customer shall notify RHM Telecom of this and shall terminate this Agreement on one (1) month’s notice or as otherwise agreed with RHM Telecom.

3.6 If a Subscription is cancelled, Accounts will remain active for a duration of 3 (three) months from the last Billing Date. After this period, we will close the account and permanently delete any Data associated with this account.

3.7 The number of messages purchased in a Subscription period (12 month) cannot be rolled over and any messages not used will not be refunded and otherwise are illustrative and shall not limit the sense of the words preceding them.

3.8 RHM Telecom shall store Customer’s Data securely and the Customer should note that: RHM Telecom does not buy, sell or rent any of the Customer’s Data nor will RHM Telecom disclose any Data to any business, organization or individual without the Customer’s prior express consent.

3.9 RHM Telecom uses a third party to host the application servers and to provide communication services. That third party undertakes to provide its services at or above industry standards. RHM Telecom uses a separate third party to provide SMS text messaging services. Both third parties rely upon the services of other telecommunications operators. Accordingly, RHM Telecom does not warrant that the Services will be uninterrupted or error free or that the delivery of SMS text messages will be without delay. RHM Telecom will endeavour to ensure that any third parties involved in the supply of the Services take appropriate security measures to protect Data.

3.10 It may be necessary to temporarily suspend the Services from time to time to carry out maintenance of equipment; such suspensions will be limited. However, the Services may also be suspended (in whole or part) where RHM Telecom or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.

3.11 RHM Telecom may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any relevant statutory, regulatory or similar requirements which do not materially affect the nature or quality of the Services.

3.12 RHM Telecom reserves the right to gather process and publish anonymous statistics on aggregate delivery and other campaign statistics. These statistics are produced on an aggregate basis across all clients, for the purposes of quality control and allowing clients to compare their performance across their particular industry. The gathering of these statistics will not require processing of any personal data.

3.13 RHM Telecom respects your privacy and enforces a strict privacy policy. You can view this privacy policy by visiting www.firetext.co.uk at any time. The complete terms of our privacy policy are part of this agreement and hence you are encouraged to read them before you register for our services. The personal information you provide enables us to provide the services to you. We may also record some aspects of your pattern of use of the services, which among other things as detailed in section 6 of these terms and as set out in the privacy policy may be anonymously aggregated together with that of other users and analysed to make improvements to the quality and function of the services. We will hold your data securely and will not contact you for purposes other than running the services without your explicit permission.

3.14 You may end your use of the services at any time by contacting us or cancelling your Account online. Upon confirmation of your request your account will be cancelled. Some of your information regarding use and activity of the services may be retained for a period of time in order to improve the quality and function of services; however this will be kept anonymously. Extended periods of inactivity may result in your account being terminated. From time to time we may contact you to ask you to confirm that you still wish to receive the services. If a response is not received we may choose to terminate your account.

3.15 For the benefit and security of our users, and to comply with applicable laws the following guidelines dictate the basic use of our services. If there is any reason to believe that these rules have been violated at any time we reserve the right to terminate your account. If any applicable laws have been broken we reserve the right to report these incidents to appropriate authorities, providing supporting information if required.

(a)    Providing Accurate Information: You agree to provide true, accurate and complete information about yourself, as requested in the Service registration form and account set-up forms and you agree not to misrepresent your identity or your account information. Accurate personal details including email, telephone numbers and routes enable us to provide the correct Services to you. You agree to keep your registration and account information up to date and accurate. You will validate your email and SMS number by responding to a message we send to each address: this protects you from any other user inadvertently (or even maliciously) entering your contact details and causing the system to send you unwanted alerts.

(b)    Guard Your Password: You will be asked to choose a password when registering to use the Service. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur using your password or account. Please notify the Service Providers immediately of any unauthorised use of your password or account or any other breach of security. The Service Providers will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else’s password at any time.

(c)    Obey the Law: You agree not to use the Service for illegal purposes or for the transmission of material that is unlawful, harassing, libellous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the rights of others.

(d)    Restrictions on Commercial Use or Resale: Your right to use the Service is personal to you; therefore, you agree not to resell or make any commercial use of the Service.

(e)     Proprietary Rights: You acknowledge and agree that the Service Providers and their Licensors own all rights to this Website and the content displayed on the site. You are only permitted to use this content as expressly authorised by the Service. You may not copy, reproduce, distribute, or create derivative works from this content other than for your own use. Further, you agree not to reverse engineer or reverse compile any of our technology, including but not limited to, any Java client-side programs associated with the Service.

3.16 Legal Disclaimers

              The use of the services provided by Fire Text is subject to the legal disclaimers specified, but not limited to those specified, in these terms.

3.17 Provision of the Services by RHM Telecom

3.17.1 RHM Telecom may affiliate itself with legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of RHM Telecom itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.17.2    RHM Telecom is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which RHM Telecom provides may change from time to time without prior notice to you.

3.17.3 As part of this continuing innovation, you acknowledge and agree that RHM Telecom may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at RHM Telecom’s sole discretion, without prior notice to you. You may stop using the Services at any time, if you want to remove yourself from the services provided by RHM Telecom you should suspend, cancel or delete your account as appropriate and/or contact us. If you have signed up to our SMS services you will only stop receiving SMS when you have adjusted your account as appropriate.

3.17.4 You acknowledge and agree that if RHM Telecom disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

3.17.5 You acknowledge and agree that while RHM Telecom may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service; such fixed upper limits may be set by RHM Telecom at any time, at RHM Telecom’s discretion.

3.18 Limitations of the services provided

              The availability of the services depends upon your possession of a handset and a mobile network service which allows you to receive SMS text messages. RHM Telecom do not charge for the use of our services, however depending on your network, your handset and the tariff that you have you may be charged by your network to send/receive SMS on your handset.

  1. Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to RHM Telecom will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from England and Wales or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by RHM Telecom, unless you have been specifically allowed to do so in a separate agreement with RHM Telecom.

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with RHM Telecom, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that RHM Telecom has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which RHM Telecom may suffer) of any such breach.

4.7 The Customer shall obtain and maintain all necessary licences and consents and comply with all relevant legislation, including Data Legislation, in relation to the Services, before the date on which the Services are to start. The Customer shall comply, and ensure that all of the Data and all use of the Services complies, in all respects, with all regulations, directions, codes of practice and other rules and guidelines, mandatory or otherwise, promulgated from time to time by regulators (collectively, “Codes”) including, without limitation, those of the Mobile Marketing Association (available atwww.mmaglobal.com).

4.8 Customers must agree to the anti-spam policy.

4.9 The Customer acknowledges that RHM Telecom will monitor and record each account’s usage of the Services, to include any campaigns sent or data processed, for the purposes of ensuring legal compliance and anti-spam measures.

4.10 If RHM Telecom’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, RHM Telecom shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

4.11 The Customer shall be liable to pay to RHM Telecom, on demand, all reasonable costs, charges or losses sustained or incurred by RHM Telecom (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to RHM Telecom confirming such costs, charges and losses to the Customer in writing. The Customer shall indemnify RHM Telecom against any losses, claims, fines, damages and expenses (including legal expenses) arising from any breach of this clause 4.

4.12. Uploading Subscriber Data

4.12.1 You should never attempt to upload any mobile numbers that you do not have permission to use.

4.12.2 It is your responsibility to obtain the express written permission from subscribers to add them to your group SMS list. If we receive any complaints about usage of this feature then we will notify you about this. If the data uploader is persistently abused then we will shut down your account. If we receive 2 or more separate complaints during any 12-month period then this will be regarded as persistent abuse.

4.12.3 If you have not obtained express written permission to add these members to your group SMS list then you should not add them to your club.

4.12.4 A subscriber who has previously unsubscribed from your club then will not be able to be added via the data uploader, they will need to re-subscribe on their own accord.

  1. Your passwords and account security

5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

5.2 Accordingly, you agree that you will be solely responsible to RHM Telecom for all activities that occur under your account.

5.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify RHM Telecom immediately.

  1. Privacy and your personal information

6.1 For further information about RHM Telecom’s data protection practices, please read RHM Telecom’s privacy policy. This policy explains how RHM Telecom treats your personal information, and protects your privacy, when you use the Services. The privacy policy can be found on the website or can be obtained by contacting us.

6.2 You agree to the use of your data in accordance with RHM Telecom’s privacy policy.

  1. Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

7.2 RHM Telecom reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, RHM Telecom may provide tools to filter out any discriminatory content or profanity.

7.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

7.4 You agree that you are solely responsible for (and that RHM Telecom has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which RHM Telecom may suffer) by doing so.

  1. Proprietary rights

8.1 You acknowledge and agree that RHM Telecom own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by RHM Telecom and that you shall not disclose such information without RHM Telecom’s prior written consent.

8.2 Unless you have agreed otherwise in writing with RHM Telecom, nothing in the Terms gives you a right to use any of RHM Telecom’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with RHM Telecom, then you agree that your use of such features shall be in compliance with that agreement.

8.4 RHM Telecom acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with RHM Telecom, you agree that you are responsible for protecting and enforcing those rights and that RHM Telecom has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorised to do so in writing by RHM Telecom, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

  1. Licence from RHM Telecom

9.1 RHM Telecom gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by RHM Telecom as part of the Services as provided to you by RHM Telecom (referred to as the “Software” below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by RHM Telecom, in the manner permitted by the Terms.

9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by RHM Telecom, in writing.

9.3 Unless RHM Telecom has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

  1. Ending your relationship with RHM Telecom

10.1 The Terms will continue to apply until terminated by either you or RHM Telecom as set out below.

10.2 If you want to terminate your legal agreement with RHM Telecom, you may do so by (a) notifying RHM Telecom at any time and (b) closing your accounts for all of the Services which you use, where RHM Telecom has made this option available to you. Your notice should be sent, in writing, to RHM Telecom’s address which is set out at the beginning of these Terms.

10.3 RHM Telecom may at any time, terminate its legal agreement with you if:

(a) you have breached any provision of the Terms (or have acted in manner which clearly shows that     you do not intend to, or are unable to comply with the provisions of the Terms); or

(b) RHM Telecom is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(c)  the partner with whom RHM Telecom offered the Services to you has terminated its relationship with RHM Telecom or ceased to offer the Services to you; or

(d) RHM Telecom is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(e) the provision of the Services to you by RHM Telecom is, in RHM Telecom’s opinion, no longer commercially viable.

10.4 RHM Telecom shall have the right to either suspend or terminate this Agreement with immediate effect if it should be discovered, through third party complaints or through RHM Telecom internal monitoring procedures, if Customer is sending any SPAM messages through the Services. If RHM Telecom suspends a Customer’s account then the Customer will have to rectify any damage caused, either to RHM Telecom ‘s reputation or to a third party, and will have to commit to not sending any further SPAM through the Services. If RHM Telecom terminates a Customer’s account under this clause 10.4, RHM Telecom’s decision will be final.

10.5 Nothing in this Section shall affect RHM Telecom’s rights regarding provision of Services under Section 4 of the Terms.

10.6 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and RHM Telecom have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 16.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

  1. Exclusion of Warranties

11.1 The Services are provided “as is” and RHM Telecom, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.

11.2 In particular, RHM Telecom, its Subsidiaries and Affiliates, and licensors do not represent or warrant to you that:

(A)   your use of the Services will meet your requirements,

(B)   your use of the Services will be uninterrupted, timely, secure or free from error,

(C)  any information obtained by you as a result of your use of the Services will be accurate or reliable,   and defects in the operation or functionality of any Software provided to you as part of the Services   will be corrected.

11.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.

11.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

  1. Limitation of Liability

12.1 Nothing in these Terms shall exclude or limit RHM Telecom’s liability for losses which may not be lawfully excluded or limited by applicable law.

12.2 Subject to overall provision in paragraph 12.1 above, RHM Telecom, its Subsidiaries and Affiliates, and its licensors shall not be liable to you for:

(A) any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you;

(B) any loss or damage which may be incurred by you as a result of:

  (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;

  (ii) any changes which RHM Telecom may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);

  (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services;

  (iv) your failure to provide RHM Telecom with accurate account information;

  (v) your failure to keep your password or account details secure and confidential;

12.3 The limitations on RHM Telecom’s liability to you in paragraph 12.2 above shall apply whether or not RHM Telecom has been advised of or should have been aware of the possibility of any such losses arising.

  1. Other content

13.1 The Services may include hyperlinks to other web sites or content or resources. RHM Telecom may have no control over any web sites or resources which are provided by companies or persons other than RHM Telecom.

13.2 You acknowledge and agree that RHM Telecom is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

13.3 You acknowledge and agree that RHM Telecom is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

  1. Changes to the Terms

14.1 RHM Telecom may make changes to the Standard Terms or Further Terms from time to time. When these changes are made, RHM Telecom will make a new copy of the Standard Terms available on www.rhmtelecom.co.uk and any new Further Terms will be made available to you from within, or through, the affected Services.

14.2 You understand and agree that if you use the Services after the date on which the Standard Terms or Further Terms have changed, RHM Telecom will treat your use as acceptance of the updated Standard Terms or Further Terms.

  1. General legal terms

15.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

15.2 The Terms constitute the whole legal agreement between you and RHM Telecom and govern your use of the Services (but excluding any services which RHM Telecom may provide to you under a separate written agreement), and completely replace any prior agreements between you and RHM Telecom in relation to the Services.

15.3 You agree that RHM Telecom may provide you with notices, including those regarding changes to the Terms, by SMS, email, regular mail, or postings on the Services.

15.4 You agree that if RHM Telecom does not exercise or enforce any legal right or remedy which is contained in the Terms (or which RHM Telecom has the benefit of under any applicable law), this will not be taken to be a formal waiver of RHM Telecom’s rights and that those rights or remedies will still be available to RHM Telecom.

15.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

15.6 The Terms, and your relationship with RHM Telecom under the Terms, shall be governed by English law. You and RHM Telecom agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that RHM Telecom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Terms and conditions: supply of goods

1. Interpretation

“the Company” means RHM Telecommunications Limited a company registered in England under number 03771726
“the Contract” means the contract for the sale and purchase of the Goods;
“the Customer” means the person firm or company or any other entity named as such on the order form to which these Terms are annexed;
“BT” means British Telecommunications plc whose registered office is at 81 Newgate Street, London EC1A 7AJ
“the Terms” means the standard terms and conditions of sale set out in this document; and
“Writing” any similar expression includes facsimile transmission and comparable means of communication, but not electronic mail.
  1. Basis of the sale

 2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with the Company’s written quotation (if accepted by the Customer) or the Customer’s written order (if accepted by the Company) subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms, conditions or warranties whatsoever subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.

2.2 No variation to these Terms shall be binding unless agreed in Writing in accordance with Clause 10 of these Terms.

2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing.  In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.4 The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate at the time of print in the exact circumstances in which it is expressed otherwise any illustrations performance details examples of installations and methods of assembly and all other technical data in such literature are based on experience and form trials under test conditions.  Accordingly the information contained in the Company’s publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in Writing in accordance with Clause 10.  Customers should obtain specific recommendations and advice from the Company in Writing (in accordance with Clause 10) regarding the uses and attributes of the Company’s products.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

  1. Prices

3.1 The price of the Goods shall be the price stated overleaf, or the Company’s quoted price at the date of acceptance of the order.  Where the Goods are supplied for export from the United Kingdom, the Company’s published export price list shall apply.  All prices quoted are valid for 60 days and may be withdrawn by the Company within such period at any time by written or oral notice, and are subject to the provisions of Clause 3.2 below. 

3.2 The Company reserves the right by giving notice in Writing to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost for the Company which is due to any factor beyond the control of the Company (such as, without limitation any foreign exchange fluctuations, currency regulation, import duty or other like taxation or charge, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture or supply), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

3.3 All prices quoted are unless otherwise stated on an ex-works basis unless otherwise agreed in Writing between the parties.

3.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

  1. Terms of payment

4.1 Subject to any special terms agreed overleaf or subsequently in Writing between the parties (in accordance with Clause 10 below), the Customer’s terms of payment are as follows:

4.1.1 The Company may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.

4.1.2 The Customer shall pay the price of the Goods in accordance with the payment terms detailed overleaf or where no payment terms are detailed overleaf, within 30 days of the date of the Company’s invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only on request.

4.2 For the avoidance of doubt no dispute arising under the Contract or delays beyond the control of the Company shall interfere with prompt payment in full by the Customer in accordance with these Terms. 

4.3 If for any reason the Customer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Company in respect of this Contract or such other contracts or any or all of them, the Seller may do all or any of the following:

4.3.1 terminate the Contract forthwith by notice in Writing; or

4.3.2 postpone the fulfilment of its own obligations and suspend work and deliveries;

4.3.3 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and

4.3.4   charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest)

  1. Risk and title

5.1 Risk shall pass to the Customer so that the Customer is responsible for all loss or damage or deterioration to the Goods as follows:

5.1.1 if the Company delivers the Goods or a relevant part thereof by its own transport, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods or a relevant part thereof, the time when the Company has tendered delivery of the Goods;

5.1.2 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

5.1.3 in all other circumstances at the time when the Goods or a relevant part thereof leave the premises of the Company whether or not the Company arranges transport and, for the avoidance of doubt, where the Goods are delivered by carrier any claims of damage in transit must be made by the Customer against the carrier directly.

5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.

5.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business.

5.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company.

5.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

  1. Delivery

6.1 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused.  Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing in accordance with Clause 10 below.  The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Customer.

6.2 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information final instructions or approvals from the Customer.  Alterations by the Customer in design specifications or quantities required may result in delay in delivery.

6.3 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so.  Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation including insurance occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Terms.

  1. Warranties and liabilities

7.1 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.

7.3 A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.  If the delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.4 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.

7.5 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

7.6 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.  Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

7.6.1    act of God, explosion, flood, tempest, fire or accident:

7.6.2     war or threat of war, sabotage, insurrection, civil disturbance or requisition;

7.6.3    acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any

              governmental, parliamentary or local authority;

7.6.4     import or export regulations or embargoes;

7.6.5      strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

7.6.6    difficulties in obtaining raw materials, labour, fuel, parts or machinery;

7.6.7     power failure or breakdown in machinery;

7.6.8      any findings of BT (or any other relevant third party) subsequent to any survey deemed necessary by BT or such other relevant third party;

7.6.9    failure of BT (or any other third party) to install, complete, make provision for or carry out other necessary works to include (but not limited to) duct work, line plant, delayed surveys or insufficient equipment in exchange

 

  1. Cancellation

8.1 Cancellation of the Contract will only be agreed by the Company on the condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.

8.2   In the event that a machine is ordered and installed and either subsequently cancelled by the Customer, or the Customer is not approved by any person supplying credit to the Customer, then the Company (in accordance with Clause 8.1 above) reserves the right to charge the Customer the higher of:

8.2.1 a daily charge for hire of the equipment in accordance with the Company’s current tariff; or
8.2.2  the diminution of the value of the machine by reason of it being not a new machine but a second-hand machine.

  1. Jurisdiction

             The contract shall be governed and interpreted exclusively according to the law of England and the parties

hereto agree to submit to the exclusive jurisdiction of the English courts.

  1. Entirety of contract

              These Terms embody the entire Contract between the parties and they shall govern the Contract to the entire exclusion of any other express or implied conditions, representations, various exclusions, additions and amendments unless agreed in Writing and signed by an authorised representative of the Company.  A list of authorised representatives is available from the Company on request.

Terms and conditions: support agreement

This is a maintenance agreement (hereinafter referred to as the “Agreement”) made between the persons or Company named overleaf(hereinafter referred to as the “Customer”) and RHM Telecommunications Ltd, 8 Wheatstone Court, Waterwells Business Park, Gloucester, GL2 2AQ (registered in England under number 03771726) (hereinafter referred to as the “Company”) where the Company has agreed to provide to the Customer certain services in respect of the maintenance of the equipment detailed overleaf and identified by type and serial number (the “Equipment”).

  1.   Company’s Undertaking

               In consideration of the payment by the Customer from time to time of the maintenance charges prescribed overleaf (the “Charges”) in accordance with the provisions of this Agreement the Company undertakes to provide the maintenance services detailed in Clause 3 (“the Services”) in respect of the Equipment upon the terms and conditions of this Agreement.

  1. Charges

2.1         The Charges shall be levied by the Company annually in advance and shall be payable by the Customer within 30 days of receipt of an invoice therefore.

2.2         The Charges shall be increased on each anniversary of this Agreement by a percentage equivalent to no more than 3% above the increase (if any) for the 12 months preceding that anniversary shown by the Retail Price Index in the Monthly Digest of Statistics as published by the UK Office for National Statistics.

2.3         The Charges shall not include the cost of any Excepted Service (as defined in Clause 5.2)

2.4       Additional Charges (as defined in Clause 5.2) shall be levied by the Company on completion of an Excepted Service and shall be payable by the Customer within 30 days of receipt of an invoice thereafter.

2.5       The charges quoted are exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

2.6       The Company reserves the right to charge the Customer interest in respect of the late payment of any Charges or Additional Charges due under this Agreement (as well after as before judgment) at the rate of 4% per annum above the base rate from time to time of the Lloyds Bank plc from the due date therefore until payment.

  1. Maintenance Services

The Services to be provided by the Company are as follows:

3.1       To maintain the Equipment at the installation address detailed overleaf or other sit agreed in writing between the parties (“the Installation Address”) in efficient working order and throughout the term of this Agreement to execute by its servants agents or contractors all repairs and replacements to the Equipment if necessitated (in the sole opinion of the Company) by fair wear and tear and or faulty workmanship and or faulty materials provided that the Customer shall have duly notified the Company of such fault or necessary repair in accordance with Clauses 6.2 and 6.3 hereof.

3.2    The Company shall as soon as is reasonably practical after notification in accordance with Clauses 6.2 and 6.3 and subject to Clause 4provide:

3.2.1      either a maintenance engineer to carry out during its normal hours any maintenance of and repairs and replacements to the Equipment that may reasonably be required by the Customer and shall carry out any maintenance repairs and replacements (including the provision of any materials and spare parts) as shall be necessary as a result of fair wear and tear arising from the proper operation of the Equipment

3.2.2      or, where appropriate at the discretion of the Company, provide remote technical support.

3.3    For the avoidance of doubt any maintenance repairs or replacements or visits caused by other than (in the sole opinion of the Company) fair wear and tear arising from the proper operation of the Equipment or telecommunications network may be carried out at the Customer’s expenses in accordance with Clause 5.2.  All maintenance repairs or replacement may be carried out at the premises where the Equipment is installed or elsewhere at the discretion of the Company.

  1. Times for Maintenance Services

               Save where otherwise agreed between the parties in writing the Services shall be carried out during normal working hours which means Monday to Friday, 9.00 am to 5.00 pm (excluding public holidays).

  1. Excepted Services

5.1        The Services shall not include:

5.1.1         electrical work external to the Equipment and including without limitation power supply or maintenance of accessories, attachments, machines or other devices not furnished by the Company;

5.1.1      the painting or refinishing of the Equipment;

5.1.2      the relocation or transportation of the Equipment;

5.1.3      the provision of supplies for use in association with the Equipment;

5.1.4         the replacement of Equipment of parts and other accessories necessitated by fair wear and tear which in the sole opinion of the Company, can no longer be economically maintained;

5.1.5      repair of any wiring external to the Equipment cabinets and enclosures;

5.1.6       battery maintenance or replacement of  batteries of individual cells;

5.1.7       failure of the Equipment which is subsequently found (in the sole opinion of the Company)to be mis-operation or failure of BT Equipment and or host PBX systems and or electricity supply services;

5.1.8     the corrections of any fault due to:

5.1.8.1   any accident or disaster affecting the Equipment including without limitation fire, flood, water, wind, lightning, transportation, vandalism or burglary;

5.1.8.2  the Customer’s failure inability or refusal to afford the Company’s personnel proper access to the Equipment;

5.1.8.3    programming error affected by the Customer (in the sole opinion of the Company) resulting in the need for re-programming and or service visits;

5.1.8.4    the Customer’s failure to maintain a suitable environment for the Equipment at the Place of Use in accordance with the Company’s or manufacturer’s written specification or otherwise including without limitation failure to maintain a constant power supply, air conditioning or humidity control;

5.1.8.5    the Customer’s neglect or misuse of the Equipment or its failure to operate the Equipment in accordance with the Company’s or the manufacturer’s instruction manuals or for the purposes for which it was designed;

5.1.8.6    the alteration modification or maintenance of the Equipment by any party other than the Company without the Company’s prior written consent;

5.1.8.7    the transportation or relocation of the Equipment save where the same has been performed by or under the directions of the Company;

5.1.8.8    the use of defective or inappropriate supplies with the Equipment;

5.1.8.9  any other abnormal physical or electrical stress affecting the Equipment;

5.1.8.10  any failure of British Telecommunications plc (or any other third party) to install, complete, make provision for or carry out any actions or obligations whatsoever.

5.2          The Company shall upon request of the Customer provide all or any (in its sole discretion)of the services referred to in this Clause 5 (“the “Excepted Services”) but shall be entitled to charge for the same by levying additional charges to be calculated by the Company on a time and materials basis at its then prevailing rate and terms in the manner described in Clause 2.4 (the “Additional Charges”).

5.3          Without prejudice to Clause 5.2 above the Company shall be entitled to levy Additional Charges in the manner described in Clause 2.4 if Services are provided in circumstances where any reasonably skilled and competent customer would have judged the Customer’s request to have been unnecessary.

  1. Customer’s Obligations

             The Customer undertakes to the Company throughout the term of this Agreement:

6.1       to pay the Charges and Additional Charges in accordance with the terms of this Agreement;

6.2         to give the Company fourteen days written notice of any work required so far as possible;

6.3          to notify the Company immediately of any fault in the Equipment or any repairs which might be necessary;

6.4  to grant the Company such access to the Equipment and the place of use of the Equipment (“the Place of Use”) as the Company shall from time to time reasonably require in order to discharge its obligations hereunder;

6.5  to make available at the Place of Use such facilities as the Company shall reasonably require in order to discharge its obligations hereunder including without limitation adequate work space storage and office furniture and equipment;

6.6  to take all reasonable precautions to protect the health and safety of the Company’s employees agents and subcontractors while on the Customer’s premises;

6.7  to make available the Equipment and supply all documentation and other information necessary for the Company to diagnose any fault in the Equipment;

6.8       not to maintain service, repair, adjust, tamper with, alter or expand the Equipment or any part thereof or allow any work to be affected by an agent not appointed by the Company;

6.9  in the event that the Equipment to be connected is British Telecom (BT) or such other Public Switched Telephone Network (PSTN) operators’ apparatus to comply with all BT and PSTN requirements and at the Customer’s sole expense to arrange the provision of any BT or PSTN equipment specially required for the Customer’s purpose;

6.10 to ensure that the environmental conditions at the Installation Address of the Equipment(approved by the Company or BT or other “PSTN” operator) are maintained at all times;

6.11 in the event of a modem or other equipment being provided to the Customer the modem or other equipment shall remain at the Installation Address for the duration of this Agreement.  If at any time the Agreement with the Company is terminated the Company has the right to gain access to the Installation Address to remove the modem from the premises.

  1. Limitation of Liability

7.1  In this Agreement “Liability” means any liability arising by reason of any representation (unless fraudulent), or any breach of any implied term or any duty at common law, or under any statue, or under any express term of this Agreement.

7.2  The Company shall have no Liability to the Customer for loss of profit or any indirect, special or consequential Loss (as defined in Clause7.3) of the Customer arising out of or in connection with the provision of any goods or services pursuant to this Agreement (except in respect of death or personal injury resulting from negligence) and the total Liability of the Customer so arising in any year of this Agreement in respect of any one event or series of connected events shall not exceed the Charges payable by the Customer in respect of that year.

7.3      In the context of this Clause 7 “Loss” means, in relation to the Customer, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer, however the same may arise and whether occasioned by the negligence of the Company, its employees or agents or otherwise.

8 Customer’s Warranty

8.1  The Customer warrants and undertakes to the Company that it is the owner chargor or lessor of the Equipment and that it has full power and authority to enter into this Agreement and permit the Company to perform the Services.

8.2  The Customer undertakes to indemnify and hold harmless the Company against any loss or damage that the Company may suffer as a result of a breach by the Customer of Clause 8.1 above and against all claims from third parties in the event that the Company is unable to keep the Equipment in good working order due to matters which (in the sole opinion of the Company) are in the control of the Customer or the Customer allows the Equipment to be altered adjusted or interfered with by persons other then the Company’s authorised engineers or agents or other apparatus is fitted without the Company’s agreement thereto.

8.3  In the case of line wiring, the Customer shall obtain and retain any necessary licenses way leaves of permission for attachment for supporting wiring and shall pay any rent and expenses in connection with the same and be responsible for any damage that maybe done to property of persons by such wiring.

9 Duration of Agreement

9.1  This Agreement shall commence on the date set out overleaf (the “Commencement Date”) and continue until terminated by either party in accordance with the provisions of Clause 10, but subject to the provisions of Clause 9.2 below.

9.2       This Agreement shall continue for a minimum period of [sixty months], payable in annual increments and continue thereafter from year to year until either party gives the other notice to terminate in accordance with the provisions of Clause10.

10 Termination

10.1       This Agreement may be terminated:

10.1.1    by the Customer upon giving to the Company not less than 90 days’ notice in writing, sent by recorded delivery to expire at the end of the Initial Period or any anniversary thereafter at any time after the expiry of the Initial Period;

10.1.2   forthwith by the Company if the Customer fails to pay the Charges or any Additional Charges due hereunder within 14 days of the due date therefore;

10.1.3   forthwith by either party if the other commits any material breach of any term of this Agreement (other than one falling within Clause 10.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 21 days of a written request by the other party to remedy the same;

10.1.4  forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

10.2       If the Company terminates the contract in accordance with Clauses 10.1.2 to 10.1.4then without prejudice to any other rights that the Company may have, it shall be entitled:

10.2.1   to retain any advance payment made by the Customer;

10.2.2   to suspend or determine any unfulfilled part of the Agreement;

10.2.3   to halt any goods in transit; and

10.2.4   either by an agent or itself to have access to the Customer’s premises for the protection, removal, realisation and disposal of any products at any time and from time to time in which the property shall not have been passed from the Company to the Customer.

10.3      In the event of the Customer requiring new or different Equipment during the currency of this Agreement, provided that the value of which is not less than the capital value of the Equipment (at the time of the purchase or acquisition), and on the Company agreeing to sell or supply the new Equipment to the Customer, then this Agreement will be waived by the Company without any penalty to the Customer.

10.4    In the event of the Customer being in material breach of the terms of this Agreement, the parties agree that:

10.4.1    the Customer will pay all monies due and owing under this Agreement up to the end of the annual Charge period in which the said breach occurred;

10.4.2    the Customer will pay liquidated damages calculated at the rate of 70% of the current Charges multiplied by the whole number of annual maintenance charge periods remaining under this Agreement;

10.4.3    the Customer recognises that the said percentages represent a fair measure of the losses and damages to the Company as would be calculated by a Court of Law;

10.4.4    this Agreement shall terminate immediately upon the payments referred to in sub-Clause 10.4.2 above, have been made by the Customer to the Company.

10.5    The waiver by the Company of a breach order fault of any of the provisions of this Agreement by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay on the part of the Company to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Customer.

11 Right to Sub-Contract or Assign

11.1        The Company shall have the right to sub-contract all or any part of the services provided under this contract and reserves the right to assign this Agreement by written notice to the Customer.

11.2        The Customer shall not be entitled or have the right to assign this Agreement nor all or any of their rights and obligations hereunder without the prior written consent of the Company.

12 Force Majeure

The Company shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the services, if the delay or failure was due to any cause beyond the Company’s reasonable control.  Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

12.1       act of God, exclusion, flood, tempest, fire or accident;

12.2       war or threat of war, sabotage, insurrection, civil disturbance or requisition;

12.3       acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental, parliamentary or local authority;

12.4       import or export regulations or embargoes;

12.5       strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Company or of a third party);

12.6       difficulties in obtaining raw materials, labour, fuel, parts or machinery;

12.7       power failure or breakdown in machinery.

13  Unauthorised use of the Services by Third Parties

13.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

13.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

(c) maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.

13.3 Without limiting clause 13.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

  • Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
  • Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
  • Delete/change passwords for ex-employees
  • Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
  • DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
  • Secure the system physically, site it in a secure comms room and restrict access to that area
  • Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
  • Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
  • Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
  • Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
  • Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg.  PC Anywhere) for possible holes.
  • Check firewall logs weekly
  • If relevant set access PIN on smart phones that will use VOIP
  • Limit VOIP registrations to office network
  • For SIP systems, set credit limits per phone per day

13.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

  • For SIP trunks set usage limits per day and per week at carrier level
  • Bar all premium rate calls at line, carrier and telephone system level
  • Bar all international calls line, carrier and telephone system level

13.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 13.5.

13.6  RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 13.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 13.5.

13.7 Where RHM has the right to suspend or terminate the Services under clause 13.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 13.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 13.4, RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

14 Jurisdiction

14.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

15 Entirety of Contract

15.1       The terms of this Agreement embodies the entire agreement between the parties and they shall govern the contract to the entire exclusion of any other express or implied conditions, promise, representations, various exclusions, additions and amendments unless agreed in writing and executed jointly by the Customer and a Director of the Company.

15.2       If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.

15.3       A person who is not a party to this Agreement obtains no benefit from this Agreement and has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16 Headings

Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

Terms and Conditions: RHM Broadband

  1. Interpretation

us, our or we” means RHM Telecommunications (company number 03771726) whose registered office is at 8 Wheatstone Court, Waterwells Business Park, Gloucester, GL2 2AQ customer means the person who places the Order and uses the Services.

“Telephone Line” means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to RHM Telecommunications.

Agreement” means these Terms, together with the order form.

“BT” means British Telecommunications plc.

Installation date” means the date when ADSL service is installed in the site.

Consumer” means a person who enters into a contract other than in the course of a business

Customer Equipment” means apparatus belonging to the Customer not forming part of the Broadband Equipment but which may be connected to the Broadband Equipment.

Order Form” means the Broadband application request, written customer order or e-mailed customer order. “Broadband Price List” means the RHM Telecommunications Broadband Price List

Broadband Equipment” means any apparatus or equipment provided by RHM Telecommunications or any third party to the Customer at the Site to enable provision of the Service under this Agreement.

Site” means the Customer Site where the Service is to be received.

“Service” means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit.

  1. Commencement and Duration

This Agreement will commence on the Commencement Date and shall continue for an initial primary period of 1, 12 or 24 months dependant on which option is selected and will automatically renew for a subsequent period subject to termination under Clause 12.

  1. Provisions of the Service

 3.1 RHM Telecommunications shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement.  The Customer acknowledges that it is technically impracticable to provide a fault free Service and RHM Telecommunications does not undertake to do so.

 3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and BT may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, RHM Telecommunications will immediately terminate this Agreement and will not be liable to the Customer for such termination.

 3.3 The Customer acknowledges that during the installation of the Broadband Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation RHM Telecommunications, will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to RHM Telecommunications.

 3.4 Occasionally RHM Telecommunications and/or BT may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible RHM Telecommunications will give notice to the Customer of any such interruption however, the Customer shall have no claim against RHM Telecommunications for any such interruption.

 3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not: • modify the Service without RHM Telecommunications’ prior written consent;

  • redistribute copy or use the Service, or transfer rights to the use of the Service to any third party;
  • disclose details of the Service, to any third party without RHM Telecommunications’ prior written consent;
  • use the Service except in conjunction with RHM Telecommunications’ recommended operating guidelines;

 3.6 RHM Telecommunications shall use its reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but RHM Telecommunications or BTs decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Broadband Equipment shall be final and binding.

 

 

3.7 RHM Telecommunications shall use all reasonable endeavours to provide and install or procure the provision and installation of the Broadband Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by RHM Telecommunications. Any installation date is an estimate only and RHM Telecommunications shall not be liable for any failure to meet such installation date.

 3.8 Installation of the Service may be subject to a survey carried out by RHM Telecommunications or BT and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.

 3.9 The customer accepts that the service is rate adaptive and will run at the most reliable speed available up to 8Mbit/s. Speed can be affected by external conditions.

 3.10 The customer accepts that peak and sustained throughput rates may be reduced by contention within the network the BT central or BT Central  plus (as applicable) other components sourced by the customer to provide the customer service, end user speed control systems and the internet and by rate adaptation of modems and Line Rate for Max products.

  1. Acceptable use of the Service

 4.1 General. This Acceptable Use Policy (AUP) is intended to help protect our customers, and the Internet community, from the inappropriate use of the Internet. This AUP sets out the rules which apply to the use of our internet connection services including your responsibilities, and permitted and prohibited uses of those services. We remind customers that when they are connected to the internet via our service they must comply with the law.  Customers must not use our service:

  1. a) for the improper use of a public electronic communications network which is or would be an offence under Section 127 of the Communications Act 2003; or
  2. b) any unauthorised access or denial of service attack which is or would be an offence under Sections 1, 2 or 3 of the Computer Misuse Act 1990; or 
  3. c) to commit an offence under the Regulation of Investigatory Powers Act 2000; or
  4. d) to commit an offence under any other relevant UK legislation;

 

A customer’s use of our service constitutes acceptance of this AUP and we reserve the right to revise and update this AUP from time to time.

4.2 Your responsibilities

You are responsible for your actions when connected to our network and the systems you access through your internet connection. If you act without care or irresponsibly in using your internet connection or your actions put at risk the integrity or security of our network, systems or equipment, your access may be restricted, suspended or terminated, without prior notice, .In particular, you agree that you will not use, attempt to use or allow your internet connection to be used to:

  1. a) store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable law or which is likely to be offensive or obscene to a reasonable person;
  2. b) store, send or distribute confidential information, copyright material or other content which is subject to third party intellectual property rights, unless you have a lawful right to do so;
  3. c) do anything which defames, harasses, threatens, abuses, menaces, offends, violates the privacy of, or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings ;
  4. d) do any other act or thing which is illegal, fraudulent or otherwise prohibited under any applicable law or which is in breach of any code, standard or content requirement of any other competent authority;
  5. e) do anything which interferes with other users or restricts or hinders any person from accessing or using our internet connection service or systems including the excessive usage of bandwidth under section 5 below
  6. f) forge header information, email source address or other user information;
  7. g) access, monitor or use any data, systems or networks, including another person’s private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network;
  8. h) deliberately compromise the security or integrity of any network or system including our network
  9. i) knowingly access, download, store, send or distribute any viruses or other harmful programs or material
  10. j) send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations set out below, or overload any network or system including our network and systems (including the excessive usage of bandwidth under section 5 below)
  11. k) invade anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their knowledge and consent ;
  12. l) tamper with, hinder the operation of or make unauthorised modifications to any network or system; or
  13. m) authorise, aid, abet, encourage, conspire with or incite any other person to do or attempt to do any of the above acts .In addition you may not use our network to create, transmit, distribute, or store content that:
  14. violates a trademark, copyright, trade secret or other intellectual property rights of others
  15. violates export control laws or regulations ,
  16. violates the privacy, publicity or other personal rights of others,
  17. d)impairs the privacy of communications,
  18. constitutes deceptive online marketing, causes technical disturbances to our network (including excessive usage of bandwidth under section 5 below), its affiliated networks, or the network used by customers to access the Email service, or violates the policies of such networks by, including, but not limited to, the intentional introduction of any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data, or
  1. vi) assists, encourages or permits any persons in engaging in any of the activities described in this section. If you become aware of any such activities, you are obligated to immediately notify us and take all other appropriate actions to cause such activities to cease.

4.3 Use of email with particular regards to SPAM

Also known as junk mail or unsolicited commercial email, the term “spam” refers to submitting a commercial email to a large number of recipients who have not requested or opted to receive it and have no reasonable expectation of receiving email from the sender. Email sent by a company or an organisation with whom the recipient has established a relationship or which was requested or accepted (opt-in requirement) by the recipient is not considered spam.  Spamming is not only harmful because of its negative impact on consumer attitudes toward businesses that supply Email and interconnection services, but also because it can overload our network and disrupt service to other customers. As a user of our email service platforms sending direct marketing emails: You must:

  1. a) include a conspicuous notice identifying the message as an advertisement or a commercial solicitation;
  2. b) provide a valid physical postal address in each email your send;
  3. c) include a valid email address or an unsubscribe link allowing the recipient to opt-out, either by replying to a valid return address, or by using an Internet-based unsubscribe mechanism
  4. d) process opt-out requests for at least 30 days after the sending of the commercial email and stop sending email to the requestor within 10 business days upon request;
  5. e) comply with any regulation in force that covers direct marketing regulations.

You may not:

  1. a) include false, deceptive or misleading header information, including a false domain name or address;
  2. b) send emails with a false, deceptive or misleading subject line; 
  3. c) include sexually explicit content in your email;
  4. d) add an address into your list without the subscriber’s permission;
  5. e) maintain an email address in your list for which an opt-out request has been received;
  6. f) use lists older than 6 months without obtaining a confirmation of the subscriber’s permission;
  7. g) harvest email addresses from websites or web services;
  8. h) generate an email address by using a dictionary attack combining letters and numbers into multiple permutations;
  9. i) use scripts or automated ways to register for multiple email or user accounts to send commercial emails
  10. j) relay emails through a computer or network without permission;
  11. k) use your subscription form to subscribe users for an unrelated list or to send them content differing from the one they have agreed to
  12. l) send emails with added words/characters in an attempt to bypass Bayesian filters;
  13. m) send, or attempt to send, Spam of any kind from third-party networks using a return email address that is hosted on our network, or referencing an email address hosted on our network;
  14. n) send email messages which result in complaints from the recipient or from the recipient’s email provider, or which result in blacklisting of the sender’s email address or mail server;
  15. o) send email messages which are excessive and/or intended to harass or annoy others
  16. p) continue to send email to a recipient who has indicated that he/she does not wish to receive it;
  17. q) take any actions intended to cloak your identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses; or
  18. r) take any other action that results in the blacklisting of the sender’s email address or mail server, or negatively impacts other customers who use the Email service. In the absence of positive, verifiable proof to the contrary from you we will consider complaints by recipients of emails to be conclusive that the recipient did not subscribe or otherwise request the email(s) about which a complaint was generated.

4.4 Bulk email

The use of our network to send bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our network is strictly forbidden. Bulk mailing is defined as:

  • E-mails with more than 50 recipients per email
  • Sending E-mails at a rate of over 5 emails per minute – If bulk mailing attempts are detected the relevant ports may be blocked with immediate effect.

4.5 Excessive use of bandwidth

The use of bandwidth which is inappropriate for a particular service is to be avoided.  In the event that excessive usage of bandwidth on a consistent basis is detected we will contact you to propose a more suitable service as a replacement.  If you decline to accept the suggested replacement service and the excessive usage continues we reserve the right to restrict, suspend or terminate your access, at our discretion.

Examples of excessive bandwidth usage are:

  • A circuit that uses in excess of 100GB of bandwidth in a 24 hour period
  • A group of circuits (as part of the same company or end user group) that consumes bandwidth in excess of 100GB at each site on the same day(s). Large bandwidth requirements across numerous sites would be better suited by a solution that does not have the potential to impact other users. 
  • in a way that in RHM Telecommunications’ reasonable opinion could a affect the experience of other users on the network; including but not limited to; persistent heavy users of the service, who in RHM Telecommunications’ reasonable opinion could be seen to be over-using their contended service, may at RHM Telecommunications discretion have their contention ratio increased without notice.

 4.6 RHM Telecommunications will be entitled to suspend the Service or terminate the Agreement where RHM Telecommunications, in its absolute discretion, believes the Customer is in breach of any provisions of Clauses 4.1 – 4.5

 4.7 The Customer acknowledges and accepts the following technical limits relating to the Service:

  • transmission performance of some metallic local loops will mean it is technically impracticable to  provide Service to all Customers within the Service Availability Area;
  • currently, until such time as RHM Telecommunications advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecommunications services.
  • the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
  • that the Service may also affect the performance of some PSTN customer premises equipment.
  • that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individual may need to be withdrawn.
  • that in the case of any rate-adaptive product, including Homeworker and Office products and MAX ADSL services, upload speeds (and download speeds for MAX services) are dependent on distance from the exchange, atmospheric conditions and quality of the metallic path and may vary without notice to the customer.
  • Rate adaptation can occur several times a day and may cause the link to the DSLAM to reset.
  • that in the case of any rate adaptive product, such as ADSL MAX services, throughput guarantees will relate only to the actual rated speed of an individual connection, not any implied speed of service.

 4.8 In the circumstances referred to in Clause 4.7 RHM Telecommunications will have no liability to the Customer relating to the provision of the Service (or RHM Telecommunications’ inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.

 4.9 The Customer will co-operate with RHM Telecommunications’ reasonable requests for information regarding the Customer use of the Service and supply such information without delay

  1. Charges

 5.1 The charges for the Service will be calculated in accordance with the RHM Telecommunications Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, RHM Telecommunications.

 5.2 The Customer will pay the charges within 14 days of the date of RHM Telecommunications’ invoice. RHM Telecommunications may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of Barclays Bank Plc and/or a £15 administration fee is applicable to late payments.

 5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.

 5.4 Capped products. RHM provide many Broadband and Fibre to the cabinet products with a usage cap. If the cap for the product is exceeded in any given month RHM reserve the right to charge excess usage at the rate of £1.00 per gigabyte

 5.5 RHM Telecommunications may also make an additional charge (on the basis of additional charges detailed in the RHM Telecommunications Price List), on its own behalf or on behalf of a BT in the following circumstances: –

  • an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;
  • where it is necessary to relocate the existing telephone master socket to provide the Service;
  • where RHM Telecommunications or BT are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
  • where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
  • where RHM Telecommunications or BT provide the support to the Customer outside its normal support times in supply of the Service;
  • where a fault relates to equipment other than the supplied Equipment.
  1. Customer Obligations

 6.1 To allow the installation and use of the RHM Telecommunications Equipment at the Site, the Customer will at the Customer’s own expense

  • obtain all necessary consents, including consents for any necessary alterations to buildings;
  • take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as RHM Telecommunications or BT advises are necessary, and carry out afterwards any making good or decorator’s work required; and
  • provide any electricity and connection points required by RHM Telecommunications or BT.

The criteria above must be completed in advance of any installation work.

 6.2 The Broadband Equipment shall remain the property of RHM Telecommunications or the supplier of such equipment (including BT) and the Customer shall at all times make clear to third parties that the same is the property of RHM Telecommunications or a third party supplier of such equipment. RHM Telecommunications may modify, substitute, renew or add to the Broadband Equipment from time to time at its absolute discretion.

 6.3 RHM Telecommunications shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Broadband Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Broadband Equipment and all necessary electrical and other installations and fittings.

 6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Broadband Equipment at such points and with such connections as specified by RHM Telecommunications. Unless otherwise agreed, this power supply is to be provided by the Customer. RHM Telecommunications shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.

 6.5 The Customer is responsible for the Broadband Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by RHM Telecommunications) to do so. The Customer will be liable to RHM Telecommunications for any loss of or damage to the Broadband Equipment, except where such loss or damage is due to fair wear and tear or is caused by RHM Telecommunications, or anyone acting on RHM Telecommunications’ behalf.

 6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.

 6.7 To enable RHM Telecommunications to carry out its obligations under this Agreement, the Customer will at all reasonable times provide RHM Telecommunications employees, and anyone acting on RHM Telecommunications’ behalf including BT, who produces a valid identity card, with access to any Site and any other premises outside of RHM Telecommunications’ control. RHM Telecommunications will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. RHM Telecommunications may agree to work outside its usual working hours, but the Customer must pay RHM Telecommunications’ additional charges for doing so as detailed in Clauses and the RHM Telecommunications Price List.

 6.8 If through no fault of RHM Telecommunications, RHM Telecommunications is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, RHM Telecommunications will notify the Customer Nominated Contact and may raise an abortive visit charge.

 6.9 The Customer hereby irrevocably gives permission to RHM Telecommunications or BT and its employees, agents or contractors to:

  • execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the Broadband Equipment;
  • keep and operate telecommunication apparatus installed on, under or over the Premises;
  • enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service. Where this Agreement or the Service is terminated for any reason RHM Telecommunications or BT will be entitled to enter the Site to remove Broadband Equipment installed there.

 6.10 The Customer undertakes

  • to comply with all instructions RHM Telecommunications may notify to the Customer for use of the Broadband Equipment;
  • not to allow the Broadband Equipment to be repaired or maintained other than by an authorised representative of RHM Telecommunications;
  • not to damage the Broadband Equipment and not to add modify or in any way interfere with the performance of the Broadband Equipment;
  • not to attempt to sell the Broadband Equipment;
  • not to remove any identification mark affixed to the Broadband Equipment showing that it is the property of RHM Telecommunications or other third party supplier of such equipment.

 6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

  1. Support of the Service

Technical support for the Service is available by telephoning RHM Telecommunications or by sending e-mail RHM Telecommunications. Technical support is available during normal RHM Telecommunications office hours.

  1. Intellectual Property Rights

 8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.

 8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of RHM Telecommunications or RHM Telecommunications’ licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.

 8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with RHM Telecommunications’ (or any third party suppliers’) title, interests or rights with respect to the Service, including but not limited to, using RHM Telecommunications or BTs trademarks or trade name.

 8.4 Where software is provided to enable the Customer or to use the Service, RHM Telecommunications grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose.

  1. Warranties

 9.1 The service will be provided without warranty or representation of any kind, whether express or implied RHM Telecommunications disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

  1. Limitation of Liability

 10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

 10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for:

  • any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
  • any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.

10.3 Subject to clauses 10.1 and 10.2 RHM Telecommunications’ liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.

 10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

 10.5 The Customer indemnifies RHM Telecommunications and its suppliers including any BT against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.

 11. Force Majeure

 11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.

 11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

 12. Termination

 12.1 The Customer may terminate this agreement by giving a minimum of 30 days written notice to RHM Telecommunications prior to the end of the primary or secondary contract term. A one off fee of £35.00 applies. If a contract is terminated early, RHM Telecommunications will charge a £50 administration fee and 100% of the value of the monthly payments for the remainder of the contract term if in primary. In a secondary term 20% of outstanding rental will be charged if the contract is terminated early.

 12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other: • commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;

  • commits a material breach of this Contract which cannot be remedied;
  • is repeatedly in breach of this Contract; or
  • Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.

 12.3 If any of the events detailed in 12.2 occur as a result of Customer default, RHM Telecommunications may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated.

 12.4 RHM Telecommunications may terminate this Agreement immediately upon written notice to the Customer if: RHM Telecommunications is informed by BT supporting the Service that BT is required to cease the Service by a competent regulatory authority; or

  • BT supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to RHM Telecommunications for the Service beyond the reasonable control of RHM Telecommunications;
  • the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 15 days of a request to do so.

 12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.

 12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

 13. Confidentiality

 13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of RHM Telecommunications the employees of a RHM Telecommunications Group Company or their suppliers, who need to know the information).

13.2 This Clause 13.1 will not apply to:

  • any information, which has been, published other than through a breach of this Agreement;
  • information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
  • information obtained from a third party who is free to disclose it; and
  • information, which a party is, requested to disclose and, if it did not, would be required by law to do so.

 13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement

14. Data Protection

14.1 RHM Telecommunications and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable RHM Telecommunications to process personal data in connection with the performance by RHM Telecommunications of its obligations under this Contract.

14.2 The Customer agrees that RHM Telecommunications may put their name and other details obtained from the Order Form into a computerized directory for internal use and to enable RHM Telecommunications to provide the Service.

 14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.

14.4 Any and all data supplied by Customers is held in accordance with RHM Telecommunications current Privacy Policy.

  1. Consumers

Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.

16. Notices

16.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:

16.1.1 To RHM Telecommunications at the address of the RHM Telecommunications office shown on the Order Form or any alternative address which RHM Telecommunications notifies to the Customer;

16.1.2 To the Customer at the address to which the Customer asks RHM Telecommunications to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, its registered office.

  1. General Provisions

17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.

17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act

17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.

17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.

17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.

17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of RHM Telecommunications.

17.7 The headings to the sections of this Agreement are for convenience only.

  1. Law

The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the C

Terms and Conditions: RHM Call Plan

  1. Interpretation

1.1 In these Conditions:

“Acceptable Use Policy” means our policy for the use of the Services which is available upon request and which may be revised from time to time;

“Additional Services” means any services not included in the Services;

“Agreed Usage” means the monthly minimum call traffic, if any, specified on the Service Application Request;

“Authorisation” means the authorisation to act as a public telecommunications operator or to operate a telecommunications system under the Legislation;

“Cancellation Charges” means the cancellation charges specified on the Service Application Request;

“Committed Period” means the period, if any, specified on the Service Application Request and commencing on the Start Date;

“Confidential Information” shall include all business and trade secrets, methods of doing business, customer lists, tariffs and pricing information and other confidential information and material disclosed by or obtained from the other party in connection with this Contract;

“Contract” means these Terms, the Service Application Request and any other document where expressly incorporated;

“Documents” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;

“Devices” means any hardware and/or software used by us in the provision of the Services;

“Equipment” means all hardware, software, network facilities and telecommunications services provided by you;

“Facility Limit” means the usage, web space, band width or other capacity or volume measure indicated on the Service Application Request;

“Helpdesk” means the helpdesk facility for the reporting of any and all Service Failures by telephone on 0845 4080811 or by e-mail to rhmcallplan.helpdesk@rhmtelecom.com

“Input Material” means any Document or other materials, and any data or other information provided by you in relation to the Services;

“Intellectual Property Rights” means all or any of, and in relation to all and any of the countries of the

world: trade and service marks, trade names, patents, know-how (being confidential technical and other information or experience or trade secrets devised developed or acquired by or for the party), copyright in any written, artistic, photographic, cinematic, film, televisual,  multimedia or video material, plans, designs, models, sets, mouldings, patterns, software programs or work (whether or not wholly or partly in machine readable form), and designs whether or not registered or protected by copyright;

“Legislation” means any applicable legislation, authorisations, permissions, rules, regulations, orders and guidelines relating to the provision and/or marketing of the Services and includes without limitation the Communications Act 2003, the Telecommunications Act 1984, the ICSTIS Code and/or any directives or other requirement issued by OFCOM from time to time;

“Normal Office Hours” means Monday to Friday from 0900 to 1700 but excluding Bank Holidays; “Output Material” means any Document or other materials, and any data or other information provided by us in relation to the Services; “Service Application Request” means the sheet to which these Terms are appended;

“Rebate Service” means a service in respect of which rebates are payable by us to you;

“Services” means the services to be provided by us for you and referred to in the Specification Sheet; “Service Credit” means the amount payable, if any, by us to you in accordance with Clause 3 and the Service application request;

“Service Failure” means any failure, error or defect arising as a result of causes beyond our reasonable control or any delay, interruption or fault in the provision of the Services;

“Service Level” means the performance level set out in the Service Application Request;

“Site” means the location detailed in the Service Application Request where the Services shall be carried out;

“Specification Sheet” means CLI build hereto;

“Standard Charges” means the charges shown in our brochure or other published literature from time to time relating to the Services;

“Start Date” means the start date set out on the Service Application Request;

“Subsequent Committed Period” means a further period of identical length and on identical terms to the Committed Period;

“us”, “our”, “we” means RHM Telecommunications Limited (Company number 3771726).

whose registered office is at 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester GL2 2AQ, and “you” and “your” means the person named on the Service Application Request for whom we have agreed to provide the Services in accordance with these Terms.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.4 A reference to anybody is:

1.4.1 if it is replaced by another organisation, deemed to refer to that organisation; and

1.4.2 if that body ceases to exist, deemed to refer to the organisation which most nearly or substantially serves the same purposes as that body.

1.5 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.

2 The Service

2.1 We shall use all reasonably endeavours to provide the Services to you in accordance with the Contract and the standards of service set out in our Service Level Agreement.

2.2 The Services shall be provided in a fair and professional manner, and we shall exercise reasonable skill and care in the provision thereof.

2.3 Any changes or additions to the Services or these Terms must be agreed in writing by us.

2.4 You shall at your own expenses supply us with all necessary Input Material relating to the Services, within sufficient time to enable us to provide the Services in accordance with the Contract. You shall ensure the accuracy of all Input Material.

2.5 You shall at your own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. We shall have no liability for any such loss or damage, however caused.

2.6 Where appropriate, you authorise us, our agents, employees and other authorised personnel, to reprogram your Equipment and/or install Devices in order to provide the Services.

2.7 All Output Material shall be at your sole risk from the time of delivery to you or to your order.

2.8 Any dates and times given for the provision of the Services are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times we shall not be responsible for any delay or any loss suffered as a result of such delay. Time shall not be of the essence.

2.9 We may correct any typographical or other errors or omissions in the Contract relating to the provision of the Services without any liability to you.

2.10 We may at the time without notifying you make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

2.11 We reserve the right upon 45 days written notice to vary the technical specification of the Services.

2.12 If you should request us to provide any Additional Services then we may, at our sole discretion, do so. However we shall not do so until and unless the exact nature of the Additional Services is agreed in writing. Any Additional Services so provided will form part of the Contract and are subject to these Terms.

3 Service Levels

3.1 We do not guarantee that the Services will be continuously available to you nor that they will be free from Service Failures.

3.2 If you believe that you are experiencing an actual or potential Service Failure you must immediately report this to us at the Helpdesk providing us with sufficient information to enable us to investigate the problem. We shall record the date and time of any such report.

3.3 Where we investigate a problem reported to us under Clause 3.2 above and we conclude that there has been no Service Failure, we reserve the right to charge you for all reasonable costs and expenses incurred in investigating the problem.

3.4 We are not responsible for the maintenance of, or for dealing with or responding to any fault with, your Equipment.

3.5 Where, as a result of a Service Failure, any applicable Service Level is not achieved we may, subject to Clause 8.8 below, pay to you a Service Credit by issuing a credit note to you for a sum equivalent to the amount of the Service Credit.

3.6 The duration of any Service Failure, for the purpose of calculating any Service Credit, will be measured from the time that we record that the fault was reported to us in accordance with Clause 3.2 above to the time we can demonstrate that the Services have been restored.

3.7 Service Credits will be the maximum extent of our liability and your exclusive remedy in respect of any failure on our part to achieve the Service Levels, and all other rights, remedies and liabilities are excluded to the maximum extent permitted by law.

3.8 If there should be any Service Failure, then we acknowledge that you shall have the right to arrange for traffic to be redirected to another licensed operator, and you acknowledge that it is not our responsibility to arrange for the provision of an alternative service.

4 Your use of our Services

4.1 You agree that you will not use the Services in any way that would:

4.1.1 contravene or cause us to contravene any Legislation;

4.1.2 contravene our Acceptable Use Policy;

4.1.3 compromise the security of our Devices or other systems including by introducing viruses or failing to employ appropriate security procedures;

4.1.4 enable or permit unauthorised access by you or third parties to data stored on our network;

4.1.5 cause a degradation of Services to any of our other customers;

4.1.6 involve the sending of unsolicited marketing or advertising materials;

4.1.7 result in the transmission, storage, reproduction or receipt of any material of a pornographic, obscene, abusive, defamatory, menacing or offensive nature or which would constitute a criminal offence or which would result in the breach of any rights of a third party including, but not limited to, contractual rights, intellectual property rights, confidentiality and privacy;

4.1.8 breach or cause us to breach any applicable data protection legislation including, but not limited to, the Data Protection Act 1998;

4.1.9 exceed your Facility Limit or cause an overload of our network;

4.1.10 lose or cause us to lose or breach or cause us to breach our Authorisation; or

4.1.11 any other reason that we notify to you from time to time in writing.

4.2 You will indemnify us and keep us indemnified against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from any breach of your obligations under this Contract, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

4.3 You will ensure that your usage of the Services does not exceed the Facility Limit or cause congestion or otherwise disrupt our network. You will give us not less than 2 days written notice of any advertising promotion or other campaign which may result in abnormal demands being placed on our network.

4.4 You are solely responsible for safeguarding your data. Such safeguards should include, but not be limited to, the taking of backup copies, maintaining a disaster recovery process and any other means you consider to be appropriate.

4.5 To enable us to perform our obligations under this Contract, you will:

4.5.1 obtain and keep in force all requisite authorisations, licences, consents and permissions;

4.5.2 permit or procure permission for us, our agents or our employees to have access to the Site as reasonably requested;

4.5.3 provide such reasonable assistance and information as we shall reasonably request from time to time; and

4.5.4 take all such steps as are reasonably necessary to co-operate with and assist us in the provision of the Services.

4.6 We will carry out any work that is necessary to maintain the provision of the Services during Normal Office Hours. Any request by us to carry out the work outside Normal Office Hours can be refused by you. Any request by you that we carry out the work outside Normal Office hours can be refused by us.

4.7 You will observe and comply with any and all rules, notices, orders, instructions and procedures that we notify to you in writing from time to time in connection with your use of the Services.

5 Our Devices

5.1 Our Devices are owned by us, our suppliers or our licensors and no title in any of them shall pass to you under this Contract. We grant to you a non-exclusive licence to use the Devices at the Site during the duration of this Contract.

5.2 Where our Devices are being provided for use at your Site you will be responsible for their installation and maintenance. If we agree to install the Devices on your behalf, you grant us, our agents and employees a right of access to the Site to install the Devices and, upon the provision of reasonable written notice, in all cases to inspect, test, maintain or otherwise deal with our Devices and to recover them in the event that you fail to return them.

5.3 The risk in the Devices shall pass to you on delivery of the Devices to you (or upon installation if we are to install them on your behalf) and you will obtain and maintain all risks insurance cover sufficient to protect our interests in relation to the Devices.

5.4 On the termination of this Contract for whatever reason you shall promptly return the Devices to us in good condition. If at any time during the term of the Contract we request the return of the Devices then you shall promptly return the Devices to us in good condition.

5.5 You will indemnify us against any claims, proceedings or threatened claims or proceedings from third parties (including your customers) and against any loss or damage suffered by us arising from your use of the Devices where such claims and/or losses arise from the acts or omissions of you or your agents or subcontractors and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

6 Your Equipment

6.1 Except as expressly set out in this Contract, you are responsible for providing all necessary Equipment to access and make use of the Services provided by us.

6.2 You will ensure that your Equipment conforms in all respects and at all times with the Legislation. If your Equipment does not so conform then we shall be under no obligation to provide the Services.

6.3 If in our reasonable opinion your Equipment is liable to cause death, personal injury or damage to property or to impair the quality of the Services provided by us or to cause us to lose our Authorisation or to put us in breach of our obligations to any third party then we shall be under no obligation to provide the Services.

6.4 Where your Equipment is located at our premises you will remain fully responsible for it and shall maintain at all times the following insurance:

6.4.1 cover in an amount equal to the full replacement value of your Equipment for fire, theft, accidental damage and all and any other risks; and

6.4.2 public liability insurance in the sum of at least £10,000,000 (ten million pounds) per annum.

6.5 Upon request you shall provide us with documentary evidence of cover in respect of the insurance required under Clause 6.4, and documentary evidence that the premiums are paid in full to date.

6.6 You are responsible for:

6.6.1 ensuring that the Equipment meets the minimum technical specifications as notified by us as required to be compatible with the Services;

6.6.2 ensuring that the Equipment is supplied and maintained in a safe condition, in good working order and that it complies with all Legislation;

6.6.3 obtaining all required licenses or consents necessary to enable us to have access to and use of the Equipment for the purposes of providing the Services including, but not limited to, any license rights in respect of software which forms a part of the Equipment. You are solely responsible for any costs associated with obtaining such licenses and consents; and

6.6.4 delivering the Equipment to such of our premises as we shall advise in writing prior to the Start Date and promptly removing it from such premises on the termination of this Contract. You are solely responsible for the transportation, installation and de- installation costs associated with the Equipment.

6.7 You acknowledge that we have a lien over your Equipment to secure all sums due from you and that you will not be entitled to remove the Equipment from our premises unless and until we have received all outstanding sums owing to us.

6.8 We reserve the right to relocate your Equipment to other of our premises without prior notice.

6.9 You will indemnify and keep indemnified us against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from our possession or use of your Equipment or from the location of your Equipment at our premises, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

7 Allocation and use of Telephone Numbers

7.1 Where we allocate to you any telephone numbers or codes as part of the Services, you acknowledge that you will not acquire any legal, equitable or other rights in relation to those numbers or codes. We reserve the right, on giving you reasonable notice in writing, to withdraw or change any such numbers or codes. You may not sell or transfer or seek to sell or transfer any numbers or codes allocated by us to you. You may port numbers to us and may also port numbers to other carriers with whom we have porting agreements. All Intellectual Property Rights or other rights in any numbers or codes allocated by us shall at all times as between ourselves and you remain vested in us.

7.2 Without prejudice to any other right or remedy available to us, in relation to any number allocated to you in connection with the provision of the Services where calls to that number amount to 5 minutes or less in any calendar month or any average of 5 minutes or less in any three consecutive calendar months, we may immediately either:

7.2.1 remove any such number; or

7.2.2 charge for the retention of such number.

7.3 Without prejudice to any other right or remedy available to us, if any number allocated to you in connection with the Services remains inactive for four consecutive calendar months, we may immediately remove such number.

8 Charges and Payment

8.1 Subject to any special terms agreed, you shall pay our Standard Charges and any additional sums which are agreed between us for the provision of the Services or which, in our sole discretion, are required as a result of your instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to you.

8.2 We may vary the our Standard Charges from time to time by giving you not less than 6 weeks’ written notice.

8.3 The Standard Charges shall be calculated with reference to the data recorded or logged by us and such calculations, in the absence of any manifest error shall be final and binding.

8.4 All charges quoted to you for the provision of the Services are exclusive of any Value Added Tax and any other applicable taxes, for which you shall be additionally liable at the applicable rate from time to time.

8.5 We may invoice you following the end of each month in which the Services is first provided, or at other agreed intervals.

8.6 Our Standard Charges and any additional sums payable shall be paid by you (together with any applicable Value Added Tax, and without any set-off or other deduction) within thirty days of the date of our invoice. Time for payment shall be of the essence.

8.7 If payment is not made by the due date, we shall be entitled without limiting any other rights we may have, to charge interest on the outstanding amount (both before and after any judgment) on a daily basis at the rate of 4 per cent above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.

8.8 Where under this Contract a Service Credit or other sum of money becomes payable by us to you, we shall deduct that sum from any amount due to us from you from time to time. We shall show any such deductions as a credit on the invoice issued by us. Any balance due on such invoices shall be paid in accordance with this Clause 8.

8.9 Where the Services include a Rebate Service we shall notify you of the amount of rebate due for each calendar month or other applicable billing period within 15 days of the end of such billing period. It is then your responsibility to issue an invoice to us for payment of the rebate. We shall pay the rebate 45 days following the date of your invoice or (if later) within 7 days of the date of receipt by us of the sums from British Telecommunications plc

(“BT”) (or other relevant carrier). You do not have the right to deduct or set off any rebates payable by us to you from the payment of Standard Charges due from you to us.

 

8.10 Following a decision or request from ICSTIS we reserve the right to withhold from any rebate payable to you, or demand payment by you, of such sums as are sufficient to meet in full any fines, administrative charges or other sums payable by us to ICSTIS and to which ICSTIS claims entitlement under the ICSTIS code and which we, in our sole discretion, consider are payable by you.

8.11 Where a network operator (including, without limitation, BT) withholds payment of any sum (in whole or in part) due to us in relation to a Rebate Service or subsequently claims repayment of any sum (in whole or in part) paid to us in relation to a Rebate Service, we may deduct the same from any rebate payable to you and keep or demand payment by you of a sum equal to the amount delayed, withheld or claimed until such network operator makes payment of the same in full to us.

8.12 You shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deduction to withhold payment of any amount due to us without our prior written consent.

8.13 We shall be entitled to deduct any sum owed by us to you under this or any other Contract from any sum payable to you by us under this or any other Contract.

9 Security & Backup Services

9.1 You are responsible for the security of your use of the Services including, but not limited to, protecting all passwords, backing up all data, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place.

9.2 Where, as part of the Services, we provide Devices or services which have the principal purpose of safeguarding the security of the Services received by you, we will use reasonable efforts to ensure that, as at the date of installation of the Devices or the provision of the services, the Devices and/or services comply with the approved specifications for the Devices and/or services. However, we provide no guarantee or warranty with respect to the security of the Devices and/or Services.

9.3 Where you are or become aware of any matters which you know or ought reasonably to be expected to know constitute a threat to the security of the Services then you will immediately advise us of such matters.

10 Rights in Input Material and Output Material

10.1 The property and any copyright or other Intellectual Property Rights in:

10.1.1 any Input Material, shall belong to you; and

10.1.2 any Output Material shall, unless otherwise agreed in writing between us, belong to us, but you shall be entitled to use the Output Material for the purposes of utilising the Services by the way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.

10.2 Any Input Material or other information provided by you, and which is so designated by you, shall be kept confidential by us. All Output Material or other information provided by us shall be kept confidential by you. However, the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply at any future time they become public knowledge through no fault of the other party.

10.3 You warrant that any Input Material and its use by us for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and you shall indemnify us against any costs, expenses or other claims arising from any such infringement.

10.4 Subject to Clause 10.1.2, we warrant that any Output Material and its use by you for the purposes of utilising the Services will not infringe the copyright or other rights of any third party, and we shall indemnify you against any loss, damages, costs, expenses or other claims arising from any such infringement.

11 Term and Termination

11.1 This Contract shall commence on the Start Date and will continue for the Committed Period and thereafter until terminated in accordance with these Terms.

11.2 At the end of the Committed Period you may elect not to enter a Subsequent Committed Period. Such election must be made in writing to us within 30 days of the end of the Committed Period. If you do not make such an election, then the Contract will automatically be extended for the Subsequent Committed Period. At the end of any Subsequent Committed Period this Clause 11.2 shall apply as if the Subsequent Committed Period was a Committed Period.

11.3 Either party shall be entitled to terminate this Contract by giving to the other party not less than thirty days’ notice in writing.

11.4 We may terminate the Contract by notice in writing with immediate effect and without limiting any other remedy, if:

11.4.1 you fail to pay any sums due to us for 7 days following the due date for payment;

 

11.4.2 you fail to reach the Agreed Usage for a period of 60 consecutive days, save that the provisions of this Clause

11.4.2 shall not apply for the first 60 days following the Commencement Date;

11.4.3 you are in material breach of this Contract which breach is capable of remedy and you fail to remedy that breach within 30 days of receiving the notice specifying the breach;

11.4.4 you are in material breach of this Contract and that breach cannot be remedied;

11.4.5 you commit persistent breaches of the Contract;

11.4.6 you have any Authorisation under which you have the right to run your telecommunication systems and connect it to our system removed, revoked or amended;

11.4.7 your use of the Services is likely to cause damage to, interrupt or otherwise prevent us from supplying the Services to other customers or from complying with our obligations to other customers;

11.4.8 we are requested by ICSTIS or any other regulatory authority or required by any Legislation to terminate the provision of the Services;

11.4.9 we cease to be authorised or if our Authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them or if we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services

11.4.10 we have reasonable grounds to suspect that you are involved in fraudulent or other unlawful activity;

11.4.11 we consider that any breach, act, omission or default on your part may result in our failure to comply with any applicable Legislation or may place us in breach of any agreement between ourselves and any third party telecoms provider.

11.5 For the purposes of Clause 11.4.3 above failure to comply with your payment obligations under Clause 8 above will be deemed to be a material breach.

11.6 In the event of a termination by you in accordance with clause 11.3 or by us in accordance with clause 11.4, during the Committed Period, you will, in addition to paying any unpaid Charges due as at the date of termination, be liable to pay us the Cancellation Charges.

11.7 Either party may terminate the Contract with immediate effect by notice in writing in the event that:

11.7.1 the other party ceases to carry on business or suspends all or substantially all of its operations or suspends payment of its debts or is or becomes unable to pay its debts (within the meaning of s.123 of the Insolvency Act 1986);

11.7.2 a winding-up petition is presented in respect of the other party and is not set aside within 14 days;

11.7.3 the other party goes into liquidation either compulsory or voluntary (save for the purposes of reconstruction or amalgamation);

11.7.4 notice of intention to appoint an administrator is served in respect of the other party or a petition or an application for an administration order is presented;

11.7.5 an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the assets of the other party;

11.7.6 the other party proposes to enter or enters into any composition or arrangement with its creditors or generally or any class of creditors;

11.7.7 any other steps are taken to enforce any encumbrance over all or part of the assets and/or undertaking of the other party;

11.7.8 being an individual, the other party is the subject of a bankruptcy petition or bankruptcy order.

11.8 Without prejudice to clauses 11.3, 11.4 and 11.7 above either party may cancel the Additional Services by ten days notice in writing.

11.9 On termination of the Contract:

11.9.1 each party shall immediately discontinue the use of and as soon as possible destroy or deliver up (at the other party’s discretion) all Confidential Information which it has in its possession, erase from any computer under its control any documents or files containing or reflecting that Confidential Information in a manner that makes the erased date irrecoverable;

11.9.2 you will forthwith return to us any of our Devices in your possession;

11.9.3 we shall return to you any of your Equipment in our possession; and

11.9.4 you shall immediately pay to us all outstanding Charges and Cancellation Charges.

 

12 Cancellation and Suspension

12.1 Subject to Clause 11.1 above you may cancel any individual Service or the Contract at any time by giving us thirty days’ written notice of cancellation.

12.2 If you cancel the Contract during the Committed Period, or cancel any Service during the Committed Period, you will still be liable to pay the Cancellation Charges applicable to the unexpired portion of the Committed Period. If you cancel during the subsequent period you will be liable to 20% early termination calculated on your last quarter’s spend.

12.3 Without prejudice to any other rights under this Contract, we may immediately suspend the provision of all or any of the Services without any liability whatsoever if the right for us to terminate this Contract has arisen.

12.4 We reserve the right to suspend the provision of all or any of the Services if:

12.4.1 you fail to meet any of your obligations under this Contract including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;

12.4.2 we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy;

12.4.3 to the extent that in our opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;

12.4.4 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;

12.4.5 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; or

12.4.6 we are obliged to comply with any order, instruction or request of a competent governmental, regulatory or other authority or organisation.

12.5 We shall, where practical, give you notice of our intention to suspend all or any of the Services and, in relation to suspension for the reasons stated in Clauses 12.4.4 to 12.4.6 above (inclusive), shall restore the affected Services as soon as we are reasonably able to do so.

12.6 Where the Services or any of them are suspended under Clauses 12.4.1 to 12.4.3 above (inclusive) you shall reimburse us for all costs and expenses incurred by us in implementing such suspension and in the recommencement of the provision of the Services as appropriate.

12.7 Where the circumstances giving rise to the suspension of Services pursuant to Clauses 12.3 or 12.4 cease to subsist we shall have the right to re-commence the provision of the Services.

12.8 If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.

13 Warranties & Liability

13.1 Except as expressly stated in this Contract all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.

13.2 Where we supply, in connection with the provision of the Services, any goods (including Output Material and Devices) or services supplied by a third party, we do not give any warranty, guarantee, indemnity, representation or undertaking as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given by the person supplying us with the goods or services.

13.3 We shall not be liable to you for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of yours.

13.4 We shall be under no liability:

13.4.1 in respect of any defect in the Services arising from any drawing, design or specification supplied by you;

13.4.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Services or Devices carried out without our prior written approval;

13.4.3 for any corruption or destruction of your data howsoever caused; or

13.4.4 if the total price for the Services has not been paid by the due date for payment.

 

13.5 Except in respect of death or personal injury caused by our negligence, or as expressly provided in these Terms, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by our negligence, or that of our servants, agents or otherwise) including, but not limited to, claims against you from third parties and loss of or damage to your data even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring the loss, which arose out of or in connection with the provision of the Services (including any delay in the providing or failure to provide the Services) or their use by you.

13.6 Save in respect of liability for death or personal injury resulting from our negligence or for fraudulent misrepresentation, you agree to indemnify us and keep us indemnified from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any third party fine, penalty, claim, demand, proceeding, investigation or other action that results directly or indirectly from the breach by you of any of the terms or conditions of this Contract or any act, omission, negligence or otherwise of yours (including your employees, agents and subcontractors).

13.7 Our entire Liability under or in connection with the Contract shall be limited solely to the payment of Service Credits and in any event in each year it shall not exceed the amount of our Charges for the provision of the Services during that year except as expressly provided in these Terms.

13.8 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, interruption in performing or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control.

13.9 We are not liable to you in contract or tort (including negligence) for any acts or omissions of you or any third party, including other providers of telecommunications, computer or other equipment or services including internet services.

13.10 Any claim by you which is based on any failure, delay or interruption by us in providing the Services adequately or in accordance with the Contract shall be notified to us in writing within ten days from the failure, delay or interruption. If you do not notify us accordingly, we shall have no liability for such breach, and you shall be bound to pay our Charges as if the Services had been performed in accordance with the Contract.

13.11 You may not withhold payment of any Charges or other amount due to us by reason of any right of set-off, discount, deduction or counterclaim whatsoever which you may have or allege to have or for any reason whatever.

14 Force Majeure

Neither party will be liable to the other for any delay in performing or failure to perform any of its obligations under this Contract (other than the obligations to pay the Charges set out in Clause 8 above) which occurs as a result of circumstances beyond a party’s reasonable control. For the avoidance of doubt, circumstances beyond our reasonable control include but are not limited to power failures, non-availability or failure of any third party telecommunications service, breakdown of any equipment not supplied by us, fires, strikes (of our own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

15 Intellectual Property

15.1 Except as expressly set out in this Contract, this Contract does not assign, nor does it constitute an agreement to assign, any Intellectual Property Rights of either party or our suppliers or licensors existing at the Commencement Date.

15.2 You shall not use our Intellectual Property Rights except as expressly permitted in writing by us and only to the extent necessary and for the sole purpose of fulfilling your obligations under this Contract.

15.3 You shall not do anything which may impair our rights, title and interest in and to any of our Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to us.

15.4 Where software is provided to enable you to make use of the Services, we grant to you a non-exclusive, non-transferable licence to use the software solely for the purpose of receiving the Services. Where any additional terms and conditions apply to your use of the software we shall make these known to you and you will, if requested, sign any agreement reasonably required to protect the owner’s rights in the software.

15.5 You will not copy, decompile or modify the software without our prior written consent (except as permitted by law) and will not distribute or disclose the software to any third party.

15.6 You acknowledge that we have no obligation to review or edit any of your information or third party information which you store on or transmit through our Devices or use in connection with the Services. However we reserve the right to access, retain and disclose copies of such information for the purposes of:

 

15.6.1 correcting, maintaining and improving the Services;

15.6.2 complying with any Legislation, conditions of our Authorisation or the terms of our contracts;

15.6.3 observing the performance of the Services including for Service Level monitoring;

15.6.4 retaining a record of activity on our Devices or systems;

15.6.5 complying with any order of a Court of competent jurisdiction or any competent judicial, governmental or regulatory body; or

15.6.6 ensuring that you are complying with our Acceptable Use Policy.

16 Confidentiality

16.1 Neither party will disclose to any third party without the prior written consent of the other party any Confidential Information which is received from the other party as a result of this Contract. Both parties agree that any Confidential Information received from the other party will only be used for the purposes of providing or receiving Services. These restrictions will not apply to any information which:

16.1.1 exists within the public domain;

16.1.2 is within the receiving party’s knowledge at the date hereof other than consequent upon disclosure prior to the date hereof by or on behalf of the other party; or

16.1.3 which lawfully becomes available to the recipient other than from the other party.

16.2 The obligations of confidentiality under Clause 16.1 shall continue for a period of 24 months after the termination of this Contract, howsoever affected.

16.3 Notwithstanding Clause 16.1, either party may disclose Confidential Information to the minimum extent required by:

16.3.1 the rules of the London Stock Exchange;

16.3.2 the laws of England or any other laws as apply to us; and

16.3.3 any order of Court of competent jurisdiction or any competent judicial, governmental or regulatory body.

16.4 Both parties shall ensure that their employees, officers, contractors, sub-contractors, agents and all other persons under their control and direction shall comply with the provisions of this Clause 16.

16.5 Both parties acknowledge that a breach of this Clause 16 could cause irreparable damage for which monetary damages would not be an adequate remedy. Accordingly in addition to other remedies that may be available, either party may seek and obtain injunctive relief against such a breach or threatened breach.

17 Use and Disclosure of Information

17.1 We may use any information supplied by you to us to search the files of credit reference agencies which will keep a record of that search. We may also carry out identity and antifraud checks with fraud prevention agencies. If you give false or inaccurate information to us and we suspect fraud, we will record this. Details of how you conduct your account may also be disclosed to those agencies. The information may be used by us and other parties in assessing applications for and making decisions about credit, credit related services and insurance from you and for debt tracing, debt recovery, credit management and crime, fraud and money laundering detections and prevention. Information may be used by us and other parties for checking your identity, statistical analysis about credit, insurance, fraud and to manage account and insurance policies. We may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst you retain a financial obligation to us.

17.2 You authorise us to use and disclose, in the UK and abroad, information about you and your use of the Services and how you conduct your account for the purposes of operating the account and providing you with the Services or as required by law to Associated Companies, partners or agents, any telecommunications company, debt collection agency or credit reference agency, fraud prevention agency and other users of these agencies who may use this information for the same purpose as us. You agree to this information being used by us for credit control purposes and fraud and crime detection and prevention. You can obtain further details from public registration held by the Information Commissioner. If you wish to have details of the credit reference or the fraud prevention agencies from whom we obtain and with whom we record information about you or receive a copy (we may charge a fee) of information we hold about you, please contact us in writing. We may also disclose any information about you or your use of Services in order to assist the investigation of any criminal offence, any offence under the Data Protection Act or any offence or contravention of the Legislation to the police, the Information Commissioner, ICSTIS, OFCOM and any other relevant organisations. In this clause “Associated Companies” means any company within the RHM Telecommunications Limited group of companies from time to time.

 

17.3 You also agree to the information described in Clause 17.2 being used, analysed and assessed by us and the other parties identified in Clause 17.2 and selected third parties for marketing purposes including amongst other things to identify and offer you products, services and offers which we think might interest you. If you do not wish your details to be used for marketing purposes, please inform us in writing.

18 Dispute Resolution

18.1 Any dispute or difference between us arising out of or relating to this Contract (“Dispute”) shall be resolved as provided in this Clause 18.

18.2 Nothing in this Clause 18 precludes legal proceedings by either party in the courts at any time:

18.2.1 for an order (whether interim or final) to restrain the other party from doing any act or compelling the other party to do any act; or

18.2.2 for a judgment for a liquidated sum to which there is no arguable defence; or

18.2.3 the purpose of which is to prevent a claim from becoming time-barred under any statute of limitations. However, Clause 18.2.1 does not apply to any proceedings from the point at which the court orders, or the parties agree, that the defendant should have permission to defend, and Clause 18.2.3 does not apply to any proceedings after they have been commenced and served.

18.3 The parties shall each use reasonable endeavours to resolve any Dispute by prompt discussion in good faith at a managerial level appropriate to the Dispute in question. This discussion shall (except as stated in Clause 18.2) be a pre-condition to the commencement of Mediation in accordance with this Clause 18. This procedure commences when either party gives notice to the other setting out the issues in the Dispute and referring to this Clause and, unless the parties agree otherwise, shall be treated as having been exhausted if the Dispute has not been resolved within 10 Business Days after the giving of the notice.

18.4 Except as stated in Clause 18.2, it is a condition precedent to the commencement of any proceedings before any court in relation to any Dispute that the Dispute has first been referred to mediation under the supervision of the Centre for Effective Dispute Resolution Limited (the “Supervising Body”) in accordance with this Clause 18 (“Mediation”).

18.5 Mediation commences when either party gives the other notice to mediate under this Clause 18 (a “Notice to Mediate”) summarising the issues in the Mediation.

18.6 Mediation shall be conducted using a sole mediator (the “Neutral”) (which expression does not exclude the presence of an unpaid assistant mediator) in or substantially in accordance with the Supervising Body’s then current standard mediation procedure (and standard mediation agreement, if any). The Neutral shall be a registered or panel mediator of the Supervising Body agreed between the parties or, in default of agreement within 5 Business Days after the giving of Notice to Mediate, appointed by the Supervising Body.

18.7 The parties shall co-operate fully, promptly and in good faith with the Supervising Body and/or the Neutral in the performance of their obligations under this Clause 18 including the doing of all acts and the signing of all documents that the Supervising Body or the Neutral may reasonably require to give effect to this Clause 18.

18.8 Unless agreed otherwise, each party shall bear its own costs of the Mediation.

18.9 If and to the extent that the parties do not resolve a Dispute following the application of this Clause 18 either party may commence proceedings in the English courts in relation to the Dispute (or, as applicable, that part of it that is unresolved).

19 Unauthorised use of the Services by Third Parties

19.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

19.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

(c) maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.

 

19.3 Without limiting clause 19.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

  • Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
  • Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
  • Delete/change passwords for ex-employees
  • Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
  • DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
  • Secure the system physically, site it in a secure comms room and restrict access to that area
  • Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
  • Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
  • Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
  • Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
  • Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg PC Anywhere) for possible holes.
  • Check firewall logs weekly
  • If relevant set access PIN on smart-phones that will use VOIP
  • Limit VOIP registrations to office network
  • For SIP systems, set credit limits per phone per day

19.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

  • For SIP trunks set usage limits per day and per week at carrier level
  • Barr all premium rate calls at line, carrier and telephone system level
  • Barr all international calls line, carrier and telephone system level

 19.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 19.5.

19.6  RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 19.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 19.5.

19.7 Where RHM has the right to suspend or terminate the Services under clause 19.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 19.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 19.4 , RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

 

20  General

20.1 These Terms (together with the terms, if any, set out in the Order Form) constitute the entire agreement between us, they supersede any previous agreement, arrangement or understanding and may not be varied except in writing between us. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

20.2 In entering into this Contract each party acknowledges that it does not rely on any representation, warranty, collateral contract or other assurance of any person (whether a party to this Contract or not) that is not set out in this Contract or the documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this Contract (or any document referred to in it) is for breach of contract under the terms of this Contract (or the relevant document). Nothing in this Contract shall, however, limit or exclude any liability for fraud.

20.3 may assign, sub-contract, sub-licence or otherwise transfer this Contract or any part of it to any third party at our absolute discretion. You may not assign, sub-licence, subcontract or otherwise transfer this Contract or any of your rights or obligations under it to any third party.

20.4 notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by hand or sent by first class post, registered post or recorded delivery and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices delivered by hand will be deemed received when so delivered. Notices sent by post will be deemed received on the second day after posting.

20.5 Any failure or delay by us in exercising any of our rights under the Contract shall not be deemed to be a waiver of that right, and no waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver in connection with this Contract shall, in any event, be effective unless it is in writing, is signed by or on our behalf and is communicated to you.

20.6 The parties intend each provision of this Contract to be severable and distinct from the others. If any provision of these Terms is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

20.7 The rights and remedies of the parties in connection with this Contract are cumulative and, except as expressly state in this Contract, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Contract (or at law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.

20.8 A person who is not a party to this Contract shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

20.9 In the event and to the extent of any conflict between these Terms and the Order Form or other documentation, then these Terms will take precedence.

20.10 No variation of this Contract shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

20.11 English law shall apply to this Contract, and the parties agree to submit to the nonexclusive jurisdiction of the English courts.

 

Terms & Conditions: RHM Line Rental

  1. Interpretation

1.1 In these Conditions:

“Acceptable Use Policy” means our policy for the use of the Services which is available upon request and which may be revised from time to time; “Additional Services” means any services not included in the Services;

“Agreed Usage” means the monthly minimum call traffic, if any, specified on the Service Application Request; “Authorisation” means the authorisation to act as a public telecommunications operator or to operate a telecommunications system under the Legislation;

“Cancellation Charges” means the cancellation charges specified on the Service Application Request;

“Committed Period” means the period, if any, specified on the Service Application Request and commencing on the Start Date;

“Confidential Information” shall include all business and trade secrets, methods of doing business, customer lists, tariffs and pricing information and other confidential information and material disclosed by or obtained from the other party in connection with this Contract;

“Contract” means these Terms, the Service Application Request and any other document where expressly incorporated;

“Documents” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;

“Devices” means any hardware and/or software used by us in the provision of the Services;

“Equipment” means all hardware, software, network facilities and telecommunications services provided by you;

“Facility Limit” means the usage, web space, band width or other capacity or volume measure indicated on the Service Application Request;

“Helpdesk” means the helpdesk facility for the reporting of any and all Service Failures by telephone on 0845 4080811 or by e-mail to rhmcallplan.helpdesk@rhmtelecom.com

“Input Material” means any Document or other materials, and any data or other information provided by you in relation to the Services;

“Intellectual Property Rights” means all or any of, and in relation to all and any of the countries of the world: trade and service marks, trade names, patents, know-how (being confidential technical and other information or experience or trade secrets devised developed or acquired by or for the party), copyright in any written, artistic, photographic, cinematic, film, televisual, multimedia or video material, plans, designs, models, sets, mouldings, patterns, software programs or work (whether or not wholly or partly in machine readable form), and designs whether or not registered or protected by copyright;

“Legislation” means any applicable legislation, authorisations, permissions, rules, regulations, orders and guidelines relating to the provision and/or marketing of the Services and includes without limitation the Communications Act 2003, the Telecommunications Act 1984, the ICSTIS Code and/or any directives or other requirement issued by OFCOM from time to time;

“Normal Office Hours” means Monday to Friday from 0900 to 1700 but excluding Bank Holidays;

“Output Material” means any Document or other materials, and any data or other information provided by us in relation to the Services; “Service Application Request” means the sheet to which these Terms are appended;

“Rebate Service” means a service in respect of which rebates are payable by us to you;

“Services” means the services to be provided by us for you and referred to in the Specification Sheet;

“Service Credit” means the amount payable, if any, by us to you in accordance with Clause 3 and the Service application request;

“Service Failure” means any failure, error or defect arising as a result of causes beyond our reasonable control or any delay, interruption or fault in the provision of the Services;

“Service Level” means the performance level set out in the Service Application Request;

“Site” means the location detailed in the Service Application Request where the Services shall be carried out;

“Specification Sheet” means CLI build hereto;

 

“Standard Charges” means the charges shown in our brochure or other published literature from time to time relating to the Services;

“Start Date” means the start date set out on the Service Application Request;

“Subsequent Committed Period” means a further period of identical length and on identical terms to the Committed Period;

“us”, “our”, “we” means RHM Telecommunications Limited (Company number 3771726) whose registered office is at 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester GL2 2AQ; and “you” and “your” means the person named on the Service Application Request for whom we have agreed to provide the Services in accordance with these Terms.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.4 A reference to anybody is:

1.4.1 if it is replaced by another organisation, deemed to refer to that organisation; and

1.4.2 if that body ceases to exist, deemed to refer to the organisation which most nearly or substantially serves the same purposes as that body.

1.5 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.

2 The Service

2.1 We shall use all reasonably endeavours to provide the Services to you in accordance with the Contract and the standards of service set out in our Service Level Agreement.

2.2 The Services shall be provided in a fair and professional manner, and we shall exercise reasonable skill and care in the provision thereof.

2.3 Any changes or additions to the Services or these Terms must be agreed in writing by us.

 2.4 You shall at your own expenses supply us with all necessary Input Material relating to the Services, within sufficient time to enable us to provide the Services in accordance with the Contract. You shall ensure the accuracy of all Input Material.

2.5 You shall at your own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. We shall have no liability for any such loss or damage, however caused.

2.6 Where appropriate, you authorise us, our agents, employees and other authorised personnel, to reprogram your Equipment and/or install Devices in order to provide the Services.

2.7 All Output Material shall be at your sole risk from the time of delivery to you or to your order.

2.8 Any dates and times given for the provision of the Services are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times we shall not be responsible for any delay or any loss suffered as a result of such delay. Time shall not be of the essence.

2.9 We may correct any typographical or other errors or omissions in the Contract relating to the provision of the Services without any liability to you.

2.10 We may at the time without notifying you make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

2.11 We reserve the right upon 45 days written notice to vary the technical specification of the Services.

2.12 If you should request us to provide any Additional Services then we may, at our sole discretion, do so. However we shall not do so until and unless the exact nature of the Additional Services is agreed in writing. Any Additional Services so provided will form part of the Contract and are subject to these Terms.

3 Service Levels

3.1 We do not guarantee that the Services will be continuously available to you nor that they will be free from Service Failures.

3.2 If you believe that you are experiencing an actual or potential Service Failure you must immediately report this to us at the Helpdesk providing us with sufficient information to enable us to investigate the problem. We shall record the date and time of any such report.

 

3.3 Where we investigate a problem reported to us under Clause 3.2 above and we conclude that there has been no Service Failure, we reserve the right to charge you for all reasonable costs and expenses incurred in investigating the problem.

3.4 We are not responsible for the maintenance of, or for dealing with or responding to any fault with, your Equipment.

3.5 Where, as a result of a Service Failure, any applicable Service Level is not achieved we may, subject to Clause 8.8 below, pay to you a Service Credit by issuing a credit note to you for a sum equivalent to the amount of the Service Credit.

3.6 The duration of any Service Failure, for the purpose of calculating any Service Credit, will be measured from the time that we record that the fault was reported to us in accordance with Clause 3.2 above to the time we can demonstrate that the Services have been restored.

3.7 Service Credits will be the maximum extent of our liability and your exclusive remedy in respect of any failure on our part to achieve the Service Levels, and all other rights, remedies and liabilities are excluded to the maximum extent permitted by law.

3.8 If there should be any Service Failure, then we acknowledge that you shall have the right to arrange for traffic to be redirected to another licensed operator, and you acknowledge that it is not our responsibility to arrange for the provision of an alternative service.

4 Your use of our Services

4.1 You agree that you will not use the Services in any way that would:

4.1.1 contravene or cause us to contravene any Legislation;

4.1.2 contravene our Acceptable Use Policy;

4.1.3 compromise the security of our Devices or other systems including by introducing viruses or failing to employ appropriate security procedures;

4.1.4 enable or permit unauthorised access by you or third parties to data stored on our network;

4.1.5 cause a degradation of Services to any of our other customers;

4.1.6 involve the sending of unsolicited marketing or advertising materials;

4.1.7 result in the transmission, storage, reproduction or receipt of any material of a pornographic, obscene, abusive, defamatory, menacing or offensive nature or which would constitute a criminal offence or which would result in the breach of any rights of a third party including, but not limited to, contractual rights, intellectual property rights, confidentiality and privacy;

4.1.8 breach or cause us to breach any applicable data protection legislation including, but not limited to, the Data Protection Act 1998;

4.1.9 exceed your Facility Limit or cause an overload of our network;

4.1.10 lose or cause us to lose or breach or cause us to breach our Authorisation; or

4.1.11 any other reason that we notify to you from time to time in writing.

4.2 You will indemnify us and keep us indemnified against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from any breach of your obligations under this Contract, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

4.3 You will ensure that your usage of the Services does not exceed the Facility Limit or cause congestion or otherwise disrupt our network. You will give us not less than 2 days written notice of any advertising promotion or other campaign which may result in abnormal demands being placed on our network.

4.4 You are solely responsible for safeguarding your data. Such safeguards should include, but not be limited to, the taking of backup copies, maintaining a disaster recovery process and any other means you consider to be appropriate.

4.5 To enable us to perform our obligations under this Contract, you will:

4.5.1 obtain and keep in force all requisite authorisations, licences, consents and permissions;

4.5.2 permit or procure permission for us, our agents or our employees to have access to the Site as reasonably requested;

4.5.3 provide such reasonable assistance and information as we shall reasonably request from time to time; and

4.5.4 take all such steps as are reasonably necessary to co-operate with and assist us in the provision of the Services.

 

4.6 We will carry out any work that is necessary to maintain the provision of the Services during Normal Office Hours. Any request by us to carry out the work outside Normal Office Hours can be refused by you. Any request by you that we carry out the work outside Normal Office hours can be refused by us.

4.7 You will observe and comply with any and all rules, notices, orders, instructions and procedures that we notify to you in writing from time to time in connection with your use of the Services.

5 Our Devices

5.1 Our Devices are owned by us, our suppliers or our licensors and no title in any of them shall pass to you under this Contract. We grant to you a non-exclusive licence to use the Devices at the Site during the duration of this Contract.

5.2 Where our Devices are being provided for use at your Site you will be responsible for their installation and maintenance. If we agree to install the Devices on your behalf, you grant us, our agents and employees a right of access to the Site to install the Devices and, upon the provision of reasonable written notice, in all cases to inspect, test, maintain or otherwise deal with our Devices and to recover them in the event that you fail to return them.

5.3 The risk in the Devices shall pass to you on delivery of the Devices to you (or upon installation if we are to install them on your behalf) and you will obtain and maintain all risks insurance cover sufficient to protect our interests in relation to the Devices.

5.4 On the termination of this Contract for whatever reason you shall promptly return the Devices to us in good condition. If at any time during the term of the Contract we request the return of the Devices then you shall promptly return the Devices to us in good condition.

5.5 You will indemnify us against any claims, proceedings or threatened claims or proceedings from third parties (including your customers) and against any loss or damage suffered by us arising from your use of the Devices where such claims and/or losses arise from the acts or omissions of you or your agents or subcontractors and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

6 Your Equipment

6.1 Except as expressly set out in this Contract, you are responsible for providing all necessary Equipment to access and make use of the Services provided by us.

6.2 You will ensure that your Equipment conforms in all respects and at all times with the Legislation. If your Equipment does not so conform then we shall be under no obligation to provide the Services.

6.3 If in our reasonable opinion your Equipment is liable to cause death, personal injury or damage to property or to impair the quality of the Services provided by us or to cause us to lose our Authorisation or to put us in breach of our obligations to any third party then we shall be under no obligation to provide the Services.

6.4 Where your Equipment is located at our premises you will remain fully responsible for it and shall maintain at all times the following insurance:

6.4.1 cover in an amount equal to the full replacement value of your Equipment for fire, theft, accidental damage and all and any other risks; and

6.4.2 public liability insurance in the sum of at least £10,000,000 (ten million pounds) per annum.

6.5 Upon request you shall provide us with documentary evidence of cover in respect of the insurance required under Clause 6.4, and documentary evidence that the premiums are paid in full to date.

6.6 You are responsible for:

6.6.1 ensuring that the Equipment meets the minimum technical specifications as notified by us as required to be compatible with the Services;

6.6.2 ensuring that the Equipment is supplied and maintained in a safe condition, in good working order and that it complies with all Legislation;

6.6.3 obtaining all required licenses or consents necessary to enable us to have access to and use of the Equipment for the purposes of providing the Services including, but not limited to, any license rights in respect of software which forms a part of the Equipment. You are solely responsible for any costs associated with obtaining such licenses and consents; and

6.6.4 delivering the Equipment to such of our premises as we shall advise in writing prior to the Start Date and promptly removing it from such premises on the termination of this Contract. You are solely responsible for the transportation, installation and de-installation costs associated with the Equipment.

6.7 You acknowledge that we have a lien over your Equipment to secure all sums due from you and that you will not be entitled to remove the Equipment from our premises unless and until we have received all outstanding sums owing to us.

 

6.8 We reserve the right to relocate your Equipment to other of our premises without prior notice.

6.9 You will indemnify and keep indemnified us against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from our possession or use of your Equipment or from the location of your Equipment at our premises, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

7 Allocation and use of Telephone Numbers

7.1 Where we allocate to you any telephone numbers or codes as part of the Services, you acknowledge that you will not acquire any legal, equitable or other rights in relation to those numbers or codes. We reserve the right, on giving you reasonable notice in writing, to withdraw or change any such numbers or codes. You may not sell or transfer or seek to sell or transfer any numbers or codes allocated by us to you. You may port numbers to us and may also port numbers to other carriers with whom we have porting agreements. All Intellectual Property Rights or other rights in any numbers or codes allocated by us shall at all times as between ourselves and you remain vested in us.

7.2 Without prejudice to any other right or remedy available to us, in relation to any number allocated to you in connection with the provision of the Services where calls to that number amount to 5 minutes or less in any calendar month or any average of 5 minutes or less in any three consecutive calendar months, we may immediately either:

7.2.1 remove any such number; or

7.2.2 charge for the retention of such number.

7.3 Without prejudice to any other right or remedy available to us, if any number allocated to you in connection with the Services remains inactive for four consecutive calendar months, we may immediately remove such number.

8 Charges and Payment

8.1 Subject to any special terms agreed, you shall pay our Standard Charges and any additional sums which are agreed between us for the provision of the Services or which, in our sole discretion, are required as a result of your instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to you.

8.2 We may vary the our Standard Charges from time to time by giving you not less than 6 weeks’ written notice.

8.3 The Standard Charges shall be calculated with reference to the data recorded or logged by us and such calculations, in the absence of any manifest error shall be final and binding.

8.4 All charges quoted to you for the provision of the Services are exclusive of any Value Added Tax and any other applicable taxes, for which you shall be additionally liable at the applicable rate from time to time.

8.5 We may invoice you following the end of each month in which the Services is first provided, or at other agreed intervals.

8.6 Our Standard Charges and any additional sums payable shall be paid by you (together with any applicable Value Added Tax, and without any set-off or other deduction) within thirty days of the date of our invoice. Time for payment shall be of the essence.

 8.7 If payment is not made by the due date, we shall be entitled without limiting any other rights we may have, to charge interest on the outstanding amount (both before and after any judgment) on a daily basis at the rate of 4 per cent above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.

8.8 Where under this Contract a Service Credit or other sum of money becomes payable by us to you, we shall deduct that sum from any amount due to us from you from time to time. We shall show any such deductions as a credit on the invoice issued by us. Any balance due on such invoices shall be paid in accordance with this Clause 8.

8.9 Where the Services include a Rebate Service we shall notify you of the amount of rebate due for each calendar month or other applicable billing period within 15 days of the end of such billing period. It is then your responsibility to issue an invoice to us for payment of the rebate. We shall pay the rebate 45 days following the date of your invoice or (if later) within 7 days of the date of receipt by us of the sums from British Telecommunications plc (“BT”) (or other relevant carrier). You do not have the right to deduct or set off any rebates payable by us to you from the payment of Standard Charges due from you to us.

8.10 Following a decision or request from ICSTIS we reserve the right to withhold from any rebate payable to you, or demand payment by you, of such sums as are sufficient to meet in full any fines, administrative charges or other sums payable by us to ICSTIS and to which ICSTIS claims entitlement under the ICSTIS code and which we, in our sole discretion, consider are payable by you.

 

8.11 Where a network operator (including, without limitation, BT) withholds payment of any sum (in whole or in part) due to us in relation to a Rebate Service or subsequently claims repayment of any sum (in whole or in part) paid to us in relation to a Rebate Service, we may deduct the same from any rebate payable to you and keep or demand payment by you of a sum equal to the amount delayed, withheld or claimed until such network operator makes payment of the same in full to us.

8.12 You shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deduction to withhold payment of any amount due to us without our prior written consent.

8.13 We shall be entitled to deduct any sum owed by us to you under this or any other Contract from any sum payable to you by us under this or any other Contract.

9 Security and Backup Services

9.1 You are responsible for the security of your use of the Services including, but not limited to, protecting all passwords, backing up all data, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place.

9.2 Where, as part of the Services, we provide Devices or services which have the principal purpose of safeguarding the security of the Services received by you, we will use reasonable efforts to ensure that, as at the date of installation of the Devices or the provision of the services, the Devices and/or services comply with the approved specifications for the Devices and/or services. However, we provide no guarantee or warranty with respect to the security of the Devices and/or Services.

 9.3 Where you are or become aware of any matters which you know or ought reasonably to be expected to know constitute a threat to the security of the Services then you will immediately advise us of such matters.

10 Rights in Input Material and Output Material

10.1 The property and any copyright or other Intellectual Property Rights in:

10.1.1 any Input Material, shall belong to you; and

10.1.2 any Output Material shall, unless otherwise agreed in writing between us, belong to us, but you shall be entitled to use the Output Material for the purposes of utilising the Services by the way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.

10.2 Any Input Material or other information provided by you, and which is so designated by you, shall be kept confidential by us. All Output Material or other information provided by us shall be kept confidential by you. However, the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply at any future time they become public knowledge through no fault of the other party.

10.3 You warrant that any Input Material and its use by us for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and you shall indemnify us against any costs, expenses or other claims arising from any such infringement.

10.4 Subject to Clause 10.1.2, we warrant that any Output Material and its use by you for the purposes of utilising the Services will not infringe the copyright or other rights of any third party, and we shall indemnify you against any loss, damages, costs, expenses or other claims arising from any such infringement.

11 Term and Termination

11.1 This Contract shall commence on the Start Date and will continue for the Committed Period and thereafter until terminated in accordance with these Terms.

11.2 At the end of the Committed Period you may elect not to enter a Subsequent Committed Period. Such election must be made in writing to us within 30 days of the end of the Committed Period. If you do not make such an election, then the Contract will automatically be extended for the Subsequent Committed Period. At the end of any Subsequent Committed Period this Clause 11.2 shall apply as if the Subsequent Committed Period was a Committed Period.

11.3 Either party shall be entitled to terminate this Contract by giving to the other party not less than thirty days’ notice in writing.

11.4 We may terminate the Contract by notice in writing with immediate effect and without limiting any other remedy, if:

11.4.1 you fail to pay any sums due to us for 7 days following the due date for payment; 

11.4.2 you fail to reach the Agreed Usage for a period of 60 consecutive days, save that the provisions of this Clause 11.4.2 shall not apply for the first 60 days following the Commencement Date;

11.4.3 you are in material breach of this Contract which breach is capable of remedy and you fail to remedy that breach within 30 days of receiving the notice specifying the breach;

 

11.4.4 you are in material breach of this Contract and that breach cannot be remedied;

11.4.5 you commit persistent breaches of the Contract;

11.4.6 you have any Authorisation under which you have the right to run your telecommunication systems and connect it to our system removed, revoked or amended;

11.4.7 your use of the Services is likely to cause damage to, interrupt or otherwise prevent us from supplying the Services to other customers or from complying with our obligations to other customers;

11.4.8 we are requested by ICSTIS or any other regulatory authority or required by any Legislation to terminate the provision of the Services;

11.4.9 we cease to be authorised or if our Authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them or if we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services

11.4.10 we have reasonable grounds to suspect that you are involved in fraudulent or other unlawful activity;

11.4.11 we consider that any breach, act, omission or default on your part may result in our failure to comply with any applicable Legislation or may place us in breach of any agreement between ourselves and any third party telecoms provider.

11.5 For the purposes of Clause 11.4.3 above failure to comply with your payment obligations under Clause 8 above will be deemed to be a material breach.

11.6 In the event of a termination by you in accordance with clause 11.3 or by us in accordance with clause 11.4, during the Committed Period, you will, in addition to paying any unpaid Charges due as at the date of termination, be liable to pay us the Cancellation Charges.

11.7 Either party may terminate the Contract with immediate effect by notice in writing in the event that:

11.7.1 the other party ceases to carry on business or suspends all or substantially all of its operations or suspends payment of its debts or is or becomes unable to pay its debts (within the meaning of s.123 of the Insolvency Act 1986);

11.7.2 a winding-up petition is presented in respect of the other party and is not set aside within 14 days;

11.7.3 the other party goes into liquidation either compulsory or voluntary (save for the purposes of reconstruction or amalgamation);

11.7.4 notice of intention to appoint an administrator is served in respect of the other party or a petition or an application for an administration order is presented;

11.7.5 an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the assets of the other party;

11.7.6 the other party proposes to enter or enters into any composition or arrangement with its creditors or generally or any class of creditors;

11.7.7 any other steps are taken to enforce any encumbrance over all or part of the assets and/or undertaking of the other party;

11.7.8 being an individual, the other party is the subject of a bankruptcy petition or bankruptcy order.

11.8 Without prejudice to clauses 11.3, 11.4 and 11.7 above either party may cancel the Additional Services by ten days notice in writing.

11.9 On termination of the Contract:

11.9.1 each party shall immediately discontinue the use of and as soon as possible destroy or deliver up (at the other party’s discretion) all Confidential Information which it has in its possession, erase from any computer under its control any documents or files containing or reflecting that Confidential Information in a manner that makes the erased date irrecoverable;

11.9.2 you will forthwith return to us any of our Devices in your possession;

11.9.3 we shall return to you any of your Equipment in our possession; and

11.9.4 you shall immediately pay to us all outstanding Charges and Cancellation Charges.

12 Cancellation and Suspension

12.1 Subject to Clause 11.1 above you may cancel any individual Service or the Contract at any time by giving us thirty days’ written notice of cancellation.

 

12.2 If you cancel the Contract during the Committed Period, or cancel any Service during the Committed Period, you will still be liable to pay the Cancellation Charges applicable to the unexpired portion of the Committed Period. If you cancel during a subsequent period you will be liable for 20% early termination charge.

12.3 Without prejudice to any other rights under this Contract, we may immediately suspend the provision of all or any of the Services without any liability whatsoever if the right for us to terminate this Contract has arisen.

12.4 We reserve the right to suspend the provision of all or any of the Services if:

12.4.1 you fail to meet any of your obligations under this Contract including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;

12.4.2 we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy; 

12.4.3 to the extent that in our opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;

12.4.4 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;

12.4.5 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; or

12.4.6 we are obliged to comply with any order, instruction or request of a competent governmental, regulatory or other authority or organisation.

12.5 We shall, where practical, give you notice of our intention to suspend all or any of the Services and, in relation to suspension for the reasons stated in Clauses 12.4.4 to 12.4.6 above (inclusive), shall restore the affected Services as soon as we are reasonably able to do so.

12.6 Where the Services or any of them are suspended under Clauses 12.4.1 to 12.4.3 above (inclusive) you shall reimburse us for all costs and expenses incurred by us in implementing such suspension and in the recommencement of the provision of the Services as appropriate.

12.7 Where the circumstances giving rise to the suspension of Services pursuant to Clauses 12.3 or 12.4 cease to subsist we shall have the right to re-commence the provision of the Services.

12.8 If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.

13 Warranties and Liability

13.1 Except as expressly stated in this Contract all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.

13.2 Where we supply, in connection with the provision of the Services, any goods (including Output Material and Devices) or services supplied by a third party, we do not give any warranty, guarantee, indemnity, representation or undertaking as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given by the person supplying us with the goods or services.

13.3 We shall not be liable to you for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of yours.

13.4 We shall be under no liability:

13.4.1 in respect of any defect in the Services arising from any drawing, design or specification supplied by you;

13.4.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Services or Devices carried out without our prior written approval;

13.4.3 for any corruption or destruction of your data howsoever caused; or

13.4.4 if the total price for the Services has not been paid by the due date for payment.

13.5 Except in respect of death or personal injury caused by our negligence, or as expressly provided in these Terms, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by our negligence, or that of our servants, agents or otherwise) including, but not limited to, claims against you from third parties and loss of or damage to your data even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring the loss, which arose out of or in connection with the provision of the Services (including any delay in the providing or failure to provide the Services) or their use by you.

 

13.6 Save in respect of liability for death or personal injury resulting from our negligence or for fraudulent misrepresentation, you agree to indemnify us and keep us indemnified from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any third party fine, penalty, claim, demand, proceeding, investigation or other action that results directly or indirectly from the breach by you of any of the terms or conditions of this Contract or any act, omission, negligence or otherwise of yours (including your employees, agents and subcontractors).

13.7 Our entire Liability under or in connection with the Contract shall be limited solely to the payment of Service Credits and in any event in each year it shall not exceed the amount of our Charges for the provision of the Services during that year except as expressly provided in these Terms.

13.8 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, interruption in performing or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control.

13.9 We are not liable to you in contract or tort (including negligence) for any acts or omissions of you or any third party, including other providers of telecommunications, computer or other equipment or services including internet services.

13.10 Any claim by you which is based on any failure, delay or interruption by us in providing the Services adequately or in accordance with the Contract shall be notified to us in writing within ten days from the failure, delay or interruption. If you do not notify us accordingly, we shall have no liability for such breach, and you shall be bound to pay our Charges as if the Services had been performed in accordance with the Contract.

13.11 You may not withhold payment of any Charges or other amount due to us by reason of any right of set-off, discount, deduction or counterclaim whatsoever which you may have or allege to have or for any reason whatever.

14 Force Majeure

Neither party will be liable to the other for any delay in performing or failure to perform any of its obligations under this Contract (other than the obligations to pay the Charges set out in Clause 8 above) which occurs as a result of circumstances beyond a party’s reasonable control. For the avoidance of doubt, circumstances beyond our reasonable control include but are not limited to power failures, non-availability or failure of any third party telecommunications service, breakdown of any equipment not supplied by us, fires, strikes (of our own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

15 Intellectual Property

15.1 Except as expressly set out in this Contract, this Contract does not assign, nor does it constitute an agreement to assign, any Intellectual Property Rights of either party or our suppliers or licensors existing at the Commencement Date.

15.2 You shall not use our Intellectual Property Rights except as expressly permitted in writing by us and only to the extent necessary and for the sole purpose of fulfilling your obligations under this Contract.

15.3 You shall not do anything which may impair our rights, title and interest in and to any of our Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to us.

15.4 Where software is provided to enable you to make use of the Services, we grant to you a non-exclusive, non-transferable licence to use the software solely for the purpose of receiving the Services. Where any additional terms and conditions apply to your use of the software we shall make these known to you and you will, if requested, sign any agreement reasonably required to protect the owner’s rights in the software.

15.5 You will not copy, decompile or modify the software without our prior written consent (except as permitted by law) and will not distribute or disclose the software to any third party.

15.6 You acknowledge that we have no obligation to review or edit any of your information or third party information which you store on or transmit through our Devices or use in connection with the Services. However we reserve the right to access, retain and disclose copies of such information for the purposes of:

15.6.1 correcting, maintaining and improving the Services;

15.6.2 complying with any Legislation, conditions of our Authorisation or the terms of our contracts;

15.6.3 observing the performance of the Services including for Service Level monitoring;

15.6.4 retaining a record of activity on our Devices or systems;

15.6.5 complying with any order of a Court of competent jurisdiction or any competent judicial, governmental or regulatory body; or

15.6.6 ensuring that you are complying with our Acceptable Use Policy.

16 Confidentiality

16.1 Neither party will disclose to any third party without the prior written consent of the other party any Confidential Information which is received from the other party as a result of this Contract. Both parties agree that any Confidential Information received from the other party will only be used for the purposes of providing or receiving Services. These restrictions will not apply to any information which

16.1.1 exists within the public domain;

16.1.2 is within the receiving party’s knowledge at the date hereof other than consequent upon disclosure prior to the date hereof by or on behalf of the other party; or

16.1.3 which lawfully becomes available to the recipient other than from the other party.

16.2 The obligations of confidentiality under Clause 16.1 shall continue for a period of 24 months after the termination of this Contract, howsoever affected.

16.3 Notwithstanding Clause 16.1, either party may disclose Confidential Information to the minimum extent required by:

16.3.1 the rules of the London Stock Exchange;

16.3.2 the laws of England or any other laws as apply to us; and

16.3.3 any order of Court of competent jurisdiction or any competent judicial, governmental or regulatory body.

16.4 Both parties shall ensure that their employees, officers, contractors, sub-contractors, agents and all other persons under their control and direction shall comply with the provisions of this Clause 16.

16.5 Both parties acknowledge that a breach of this Clause 16 could cause irreparable damage for which monetary damages would not be an adequate remedy. Accordingly in addition to other remedies that may be available, either party may seek and obtain injunctive relief against such a breach or threatened breach.

17 Use and Disclosure of Information

17.1 We may use any information supplied by you to us to search the files of credit reference agencies which will keep a record of that search. We may also carry out identity and anti-fraud checks with fraud prevention agencies. If you give false or inaccurate information to us and we suspect fraud, we will record this. Details of how you conduct your account may also be disclosed to those agencies. The information may be used by us and other parties in assessing applications for and making decisions about credit, credit related services and insurance from you and for debt tracing, debt recovery, credit management and crime, fraud and money laundering detections and prevention. Information may be used by us and other parties for checking your identity, statistical analysis about credit, insurance, fraud and to manage account and insurance policies. We may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst you retain a financial obligation to us.

17.2 You authorise us to use and disclose, in the UK and abroad, information about you and your use of the Services and how you conduct your account for the purposes of operating the account and providing you with the Services or as required by law to Associated Companies, partners or agents, any telecommunications company, debt collection agency or credit reference agency, fraud prevention agency and other users of these agencies who may use this information for the same purpose as us.

You agree to this information being used by us for credit control purposes and fraud and crime detection and prevention. You can obtain further details from public registration held by the Information Commissioner. If you wish to have details of the credit reference or the fraud prevention agencies from whom we obtain and with whom we record information about you or receive a copy (we may charge a fee) of information we hold about you, please contact us in writing. We may also disclose any information about you or your use of Services in order to assist the investigation of any criminal offence, any offence under the Data Protection Act or any offence or contravention of the Legislation to the police, the Information Commissioner, ICSTIS, OFCOM and any other relevant organisations. In this clause “Associated Companies” means any company within the RHM Telecommunications Limited group of companies from time to time.

17.3 You also agree to the information described in Clause 17.2 being used, analysed and assessed by us and the other parties identified in Clause 17.2 and selected third parties for marketing purposes including amongst other things to identify and offer you products, services and offers which we think might interest you. If you do not wish your details to be used for marketing purposes, please inform us in writing.

18 Dispute Resolution

18.1 Any dispute or difference between us arising out of or relating to this Contract (“Dispute”) shall be resolved as provided in this Clause 18.

18.2 Nothing in this Clause 18 precludes legal proceedings by either party in the courts at any time:

18.2.1 for an order (whether interim or final) to restrain the other party from doing any act or compelling the other party to do any act;  or

18.2.2 for a judgment for a liquidated sum to which there is no arguable defence; or

18.2.3 the purpose of which is to prevent a claim from becoming time-barred under any statute of limitations. However, Clause 18.2.1 does not apply to any proceedings from the point at which the court orders, or the parties agree, that the defendant should have permission to defend, and Clause 18.2.3 does not apply to any proceedings after they have been commenced and served.

18.3 The parties shall each use reasonable endeavours to resolve any Dispute by prompt discussion in good faith at a managerial level appropriate to the Dispute in question. This discussion shall (except as stated in Clause 18.2) be a pre-condition to the commencement of Mediation in accordance with this Clause 18. This procedure commences when either party gives notice to the other setting out the issues in the Dispute and referring to this Clause and, unless the parties agree otherwise, shall be treated as having been exhausted if the Dispute has not been resolved within 10 Business Days after the giving of the notice.

18.4 Except as stated in Clause 18.2, it is a condition precedent to the commencement of any proceedings before any court in relation to any Dispute that the Dispute has first been referred to mediation under the supervision of the Centre for Effective Dispute Resolution Limited (the “Supervising Body”) in accordance with this Clause 18 (“Mediation”). 

18.5 Mediation commences when either party gives the other notice to mediate under this Clause 18 (a “Notice to Mediate”) summarising the issues in the Mediation.

18.6 Mediation shall be conducted using a sole mediator (the “Neutral”) (which expression does not exclude the presence of an unpaid assistant mediator) in or substantially in accordance with the Supervising Body’s then current standard mediation procedure (and standard mediation agreement, if any). The Neutral shall be a registered or panel mediator of the Supervising Body agreed between the parties or, in default of agreement within 5 Business Days after the giving of Notice to Mediate, appointed by the Supervising Body.

18.7 The parties shall co-operate fully, promptly and in good faith with the Supervising Body and/or the Neutral in the performance of their obligations under this Clause 18 including the doing of all acts and the signing of all documents that the Supervising Body or the Neutral may reasonably require to give effect to this Clause 18.

18.8 Unless agreed otherwise, each party shall bear its own costs of the Mediation.

18.9 If and to the extent that the parties do not resolve a Dispute following the application of this Clause 18 either party may commence proceedings in the English courts in relation to the Dispute (or, as applicable, that part of it that is unresolved).

19 Unauthorised use of the Services by Third Parties

19.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

19.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

(c) maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.

19.3 Without limiting clause 19.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

  • Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
  • Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
  • Delete/change passwords for ex-employees
  • Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
  • DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
  • Secure the system physically, site it in a secure comms room and restrict access to that area
  • Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
  • Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
  • Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
  • Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
  • Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg PC Anywhere) for possible holes.
  • Check firewall logs weekly
  • If relevant set access PIN on smartphones that will use VOIP
  • Limit VOIP registrations to office network
  • For SIP systems, set credit limits per phone per day

19.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

  • For SIP trunks set usage limits per day and per week at carrier level
  • Barr all premium rate calls at line, carrier and telephone system level
  • Barr all international calls line, carrier and telephone system level

 19.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 19.

19.6  RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 19.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 19.5.

19.7 Where RHM has the right to suspend or terminate the Services under clause 19.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 19.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 19.4 , RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

20  General

20.1 These Terms (together with the terms, if any, set out in the Order Form) constitute the entire agreement between us, they supersede any previous agreement, arrangement or understanding and may not be varied except in writing between us. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

20.2 In entering into this Contract each party acknowledges that it does not rely on any representation, warranty, collateral contract or other assurance of any person (whether a party to this Contract or not) that is not set out in this Contract or the documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this Contract (or any document referred to in it) is for breach of contract under the terms of this Contract (or the relevant document). Nothing in this Contract shall, however, limit or exclude any liability for fraud.

20.3 We may assign, sub-contract, sub-licence or otherwise transfer this Contract or any part of it to any third party at our absolute discretion. You may not assign, sub-licence, sub-contract or otherwise transfer this Contract or any of your rights or obligations under it to any third party.

20.4 A notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by hand or sent by first class post, registered post or recorded delivery and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices delivered by hand will be deemed received when so delivered. Notices sent by post will be deemed received on the second day after posting.

20.5 Any failure or delay by us in exercising any of our rights under the Contract shall not be deemed to be a waiver of that right, and no waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver in connection with this Contract shall, in any event, be effective unless it is in writing, is signed by or on our behalf and is communicated to you.

 

20.6 The parties intend each provision of this Contract to be severable and distinct from the others. If any provision of these Terms is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

20.7 The rights and remedies of the parties in connection with this Contract are cumulative and, except as expressly state in this Contract, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Contract (or at law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.

20.8 A person who is not a party to this Contract shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

20.9 In the event and to the extent of any conflict between these Terms and the Order Form or other documentation, then these Terms will take precedence.

20.10 No variation of this Contract shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

20.11 English law shall apply to this Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

Terms & Conditions: RHM Mobile

  1. Definitions – in these Terms and Conditions, the following expressions shall have the following meanings.

(a)   “RHM Telecom” RHM Telecommunications Ltd. Company registration number 03771726, registered office: 8 Wheatstone Court, Waterwells Business Park, Gloucester, GL2 2AQ.

(b)    “Agreement” This Agreement, all sides completed, and all other associated schedules in writing.

(c)   “Bar” The act of barring the Subscriber from making or receiving calls on the Subscriber Apparatus.

(d)    “Charges” Call charge, access charge, connection charge, minimum airtime charge, value added service charge means the charges as described and at the rates (appropriate to the chosen tariff) as set out in the Schedule of Tariffs to be published by RHM Telecom from time to time.

(e)   “Connection” “Connected” The connection of the equipment or SIM card to the selected tariffs and Systems.

(f)    “IMEI” The International Mobile Equipment Identity number incorporated into the Subscriber Apparatus.

(g)   “Migration” Means the transfer of a mobile number to any alternative service provider on the same network.

(h)     “Party/Parties” Means RHM Telecommunications Ltd and the Subscriber either separately or together.

(i)     “Payment Date” The date determined by RHM Telecom on which RHM Telecom invoices fall due for payment.

(j)    “Portability” Means the transfer of a mobile number or Service to any alternative service provider and service operator.

(k)     “Service(s)” The provision of airtime, together with those services identified in this Agreement, by means of the Systems offered by RHM Telecommunications Ltd.

(l)   “Service Operators” Means the mobile networks and associated agents.

(m)   “SIM Card” A module which contains Subscriber Information and which, when used with GSM/UMTS equipment, enables access to the GSM/UMTS Services.

(n)    “Subscriber” The account holder responsible firstly for meeting the Charges.

(o)    “Subscriber Apparatus” Means the approved equipment and SIM Card connected to the System.

(p)  “System(s)” The public telecommunications systems that RHM Telecom makes available to the Subscriber.

(q)    “Upgrade” Any supply of a new handset or mobile device.

 

2        Acceptance of Application

2.1     In connection with this account application RHM Telecom will carry out credit and fraud prevention checks with a licensed credit reference and fraud prevention agency & this agency will retain a copy of the search. Information from the application and payment details of the account will be recorded and may be shared with other organisations to help make credit and insurance decisions about you and members of your company and for debt collection and fraud prevention purposes.

2.2     RHM Telecom will only accept the application overleaf when the Subscriber passes a credit check to RHM Telecom’s satisfaction. This Agreement, together with the terms contained overleaf, constitutes the entire contract between the Subscriber and RHM Telecom, and the terms of this Agreement shall apply to the exclusion of all others whether implied or proposed by the Subscriber orally or in writing unless expressly accepted in writing by RHM Telecom.

2.3     RHM Telecom offers mobile services to businesses and, upon accepting this application, assumes that all businesses have ten or more employees and subsidies and benefits are issued on the basis of this.

3        Term

3.1     This Agreement will commence from the date any services requested on the Agreement overleaf are implemented and take effect and will be for a minimum of two years in any event unless stated any different overleaf.

 

3.2     Subject to Clause 10 below this shall continue for a period of twenty-four (24) months from each date of individual connection or upgrade or tariff change, unless a different term is selected under the “Initial Minimum Contract Term” provision overleaf.

This Agreement shall continue thereafter until terminated by either party giving not less than sixty (60) days prior written notice, such notice not to be served prior to the expiry of the said initial minimum contract term.

3.3     This Agreement is a Master Agreement, and the provisions of Clause 3.1 and 3.2 are applicable to all mobile numbers and/or handsets connected to RHM Telecom and will also apply to subsequent Connections or Upgrades from the individual Connection or Upgrade date.

3.4     All Tariff changes will be subject to availability and a minimum spend.

 4        Credit Account

4.1     An account will be opened and a credit limit inclusive of VAT will be notified to the Subscriber and this credit limit should not be exceeded. Any increase in the credit limit must be requested in writing and will be subject to approval by RHM Telecom, which may entail further credit checks. RHM Telecom cannot accept responsibility for Subscriber overspends due to any reason including but not limited to billing cycles or delays in the availability of call data. Subscribers who anticipate exceeding their credit limit should contact RHM Telecom to avoid the Services being suspended.

4.2     Credit limits are subject to periodic review at RHM Telecom discretion. RHM Telecom may require that a deposit be placed with RHM Telecom in cases where the Subscriber incurs monthly charges in excess of the credit limit and the Subscriber authorises RHM Telecom to debit their credit card, where details provided, at RHM Telecom’s discretion for this excess amount overdue, or any amount over the credit limit set.

 5         Connection to the System and Provision of the Service

5.1     Subject to these Terms and Conditions, RHM Telecom will connect and maintain the connection of the Subscriber Apparatus to the System and, subject to the geographical coverage of the System from time to time and other limiting factors not under RHM Telecom’s control, RHM Telecom will endeavour to make the Services available to the Subscriber throughout the term of this Agreement.

5.2     RHM Telecom shall be entitled, at its absolute discretion to transfer the Subscriber to another Service Operator, provided this incurs no additional costs to the Subscriber. Wherever practicable, fourteen (14) days written notice shall be given of such changes prior to their being made.

5.3     The Subscriber recognises and acknowledges that the Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions, and other causes of interference may fail or require maintenance without notice.

5.4     The Services are provided with premium rate and international calls made whilst in the UK and overseas enabled unless the Subscriber has requested RHM Telecom to bar these calls. If enabled, the Subscriber should be aware that they will be charged for calls received whilst abroad (including voicemail) and that calls made and received whilst overseas may be charged in 30 or 60 second increments at rates set by the overseas network(s) together with any additional handling & network charges Premium rate calls can be charged at rates over £1.57 pence per minute. Any such calls/text/data are not included in any bundle of inclusive calls/text/data which may form part of the tariff and billing delays of up to six months may occur for these charges and may be subject to an on advance deposit as requested from time to time.

5.5     RHM Telecom shall bear no liability to the Subscriber whatsoever in connection with any Service provided by an overseas network, third party or Premium Rate provider.

 6        Payment

6.1     The Subscriber will pay any agreed initial charges, the monthly access charge any other fixed monthly charges, on or before the Payment Date.

6.2   The Subscriber will pay all call charges (used in excess of any call charges that may be comprised in the minimum airtime charge but without rebate for any unused element of call charges in such Charge) including charges incurred from other networks, virtual networks, premium rate and overseas cellular and network operators (without discount) and also any handling charges set out in the schedule of tariffs, monthly in arrears, on or before the Payment Date. UK calls are billed per second and rounded up to the nearest penny. The networks may apply a minimum call charge, details of which can be found in the tariff terms and conditions on their websites.

6.3     The schedule of tariffs are made available within RHM Telecom’s quoted proposal document or price book.

 

6.4     The Subscriber will pay the cost of any subsequent reconnection made necessary by suspension of the Services carried out by RHM Telecom due to non-payment (subject to Clause 10 below), prior to reconnection.

6.5     The Subscriber will pay all sums to RHM Telecom by Direct Debit or by such other method as RHM Telecom shall allow on or prior to the Payment Date. The acceptance of payment by any method other than Direct Debit by RHM Telecom may incur a monthly administration fee of £3.00 + VAT.

6.6     All payments other than by Direct Debit must be received within fourteen (14) days of RHM Telecom’s invoice date.

6.7     The Subscriber may be required to pay a fee of £20.00 + VAT per incident for cancelled, dishonoured or failed Direct Debits or cheques.

6.8     Any sums due to RHM Telecom from the Subscriber which are unpaid for more than fourteen (14) days after the Payment Date shall bear interest at the rate of three per cent (3%) above the base rate of NatWest Bank PLC calculated from the date payment was due to the date of actual payment becoming cleared funds.

6.9     Value Added Tax (VAT) and other taxes from time to time in force where appropriate shall be payable on all Charges referred to under this Clause 6.

6.10 The Subscriber will promptly advise RHM Telecom in writing of any change of address or bank details.

6.11 The Subscriber authorises RHM Telecom to charge the Debit/Credit Card, where details provided, with an amount equal to the outstanding balance on the Subscriber’s credit account, where the Subscriber has failed to pay RHM Telecom by the Payment Date.

6.12 The Subscriber authorises RHM Telecom to levy a Service Charge of three percent (3%) where RHM Telecom is debiting the Subscriber’s Credit Card Account with any outstanding balance.

6.13 The Subscriber is solely responsible for the Subscriber Apparatus and/or SIM Card and shall remain liable for all call charges including any incurred during a period of theft, damage or loss until such theft, damage or loss is reported to the Service Operator and RHM Telecom, and will remain liable for the monthly access charge until the Agreement has ended.

6.14 RHM Telecom will only consider billing queries from the Subscriber if made within twenty-eight (28) days of the date of invoice.  Raising such queries does not relieve the Subscriber of the obligation to pay all invoices when due without deduction, offset or withhold, but if an amount is subsequently found to be not payable, RHM Telecom agrees to refund the Subscriber for the overpaid charges.

 7        Public Emergency Calls

No charge will be made for Emergency calls similar to British Telecom’s 999 service made on the Subscriber Apparatus.

  1.       Obligations of the Subscriber

8.1     The Subscriber acknowledges that the System is operated under License and by agreement with the Service Operators and that the provisions of the said Licenses and agreements apply to the use of the Service. The Subscriber hereby undertakes:

8.1.1      Not to use or permit the use of the System for any unlawful, immoral or improper purpose including the use of unlawful GSM SIM gateways or any purpose not recommended by the equipment manufacturer or the Service Operators or RHM Telecom;

8.1.2      To comply with any reasonable instructions issued by RHM Telecom relating to the System, the equipment or the Service and to use only the Subscriber Apparatus approved by the Service Operators and the British Approvals Board of Telecommunications;

8.1.3      Not to reverse, or permit anyone else to reverse, the charges on any telephone call;

8.1.4      Not to act, or omit to act, in any way which may injure or damage any persons, property or the System or cause the quality of the Service to be impaired.

8.1.5      Not to directly or indirectly be involved, or knowingly, recklessly or negligently permit any other person to be involved, in any fraud, illegal or immoral activity and shall notify RHM Telecom immediately upon becoming aware of any such activity.

8.2     Should RHM Telecom incur additional claims, damages, losses (including loss of profit, other economic loss or legal fees) due to Subscriber breach of this Agreement the Subscriber could be liable for these.

8.3 The Subscriber will promptly advise the Service Operator and RHM Telecom, by phone and in writing in the event of loss or theft of the Subscriber Apparatus and/or the SIM Card.

 

8.4 The tariff chosen at the acceptance of this Agreement will remain the minimum tariff selected for the initial contract term and the terms and conditions of the selected tariff apply.

8.5 The rates/tariffs/equipment subsidies that RHM Telecom makes available to the Subscriber are subject to the length of contract chosen and its terms and are based upon the predicted or anticipated revenue over the contract term including notice period. The Subscriber is therefore expected to honour the contract, revenue and its terms. In the event that the Subscriber fails to do so, RHM Telecom reserves the right to invoice the predicted or anticipated revenue, at full retail price without discount, over the full contract term including notice period and to recover any benefits received and losses incurred, and should the contract not proceed to full term a cancellation charge will be incurred.

8.6     The Subscriber acknowledges that RHM Telecom will accept, and act on behalf of, any instruction received from the Subscriber, and accept and act on behalf of any additional orders, regardless of authority and/or position, unless otherwise pre-advised to RHM Telecom in writing with the Subscribers bespoke ordering procedures.

  1. Limitation of Liability

9.1     Nothing in this Agreement shall limit or restrict or be deemed or construed so as to limit or restrict the liability of RHM Telecom or the Subscriber for death or personal injury to any person caused by its negligence.

9.2     Subject always to the provisions of Clause 9.1 above, the total liability hereunder of RHM Telecom in contract, tort or otherwise (including negligence) shall, in respect of all claims under this Agreement, not exceed the total amounts paid to RHM Telecom by the Subscriber under this Agreement for the 12 months immediately prior to the period in which the claim or claims are made, or £5,000 whichever is the lower amount.

9.3     Subject to the provisions of clause 9.1 (above), RHM Telecom shall not be liable hereunder, in contract, tort or otherwise (including negligence) for any indirect or consequential losses whatsoever or otherwise howsoever arising including without limitation, loss of profits, revenues, business, contracts, anticipated savings or any other indirect or consequential losses whatsoever and in this Clause 9.3, “anticipated savings” means any saving that the Subscriber anticipated making as a consequence (whether directly or indirectly) of entering into this Agreement.

9.4     Where the Subscriber deals as a consumer, nothing in this Agreement shall affect the Subscriber’s statutory rights.

  1.     Termination and Suspension of the Service

10.1 RHM Telecom shall have the right to, without prejudice to any other claims or remedies which it may have against the Subscriber, forthwith terminate or suspend the Service and this Agreement without liability upon the occurrence of any of the following events:

10.1.1    If payment of the Charges is not made on the due Payment Date;

10.1.2    If the Subscriber commits a breach of this Agreement (and where that breach is capable of remedy, does not correct this breach within 7 days of RHM Telecom requesting the Subscriber in writing to correct such breach) or if any information given to RHM Telecom by the Subscriber is false or misleading;

10.1.3    If the Subscriber makes or offers to make any composition with creditors or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is made against the Subscriber, or (in the case of a Subscriber being a Limited Company) the Subscriber is unable to pay its debts as they fall due within the meaning of the Companies Act 1985; or

10.1.4    If a petition or resolution to wind up the Subscriber is passed or presented (otherwise than for reconstruction or amalgamation); or

10.1.5   If any administrative receiver or receiver/manager is appointed over any of the Subscriber’s assets, property or undertaking, or if any such power of appointment arises.

10.2 RHM Telecom may, from time to time, without notice or liability on its part (notwithstanding the foregoing provisions of this clause and at its absolute discretion), suspend or disconnect the Service in any of the following circumstances:

10.2.1    If the Subscriber fails to comply with any of the terms contained herein; or

 10.2.2   If the Subscriber does, or allows to be done, anything which in the Service Operator’s or RHM Telecom’s reasonable opinion may have the effect of jeopardising the operation of the Service; or

10.2.3    If the Subscriber permits the use of the Service or uses the Service for illegal purposes including the use of illegal GSM SIM Gateways (or the Service Operator or RHM Telecom believes the same), RHM Telecom, without any liability whatsoever, reserves the right at its absolute discretion to immediately suspend the Service. In such a case the Subscriber will be charged during the month in which such suspension of Service takes place at RHM Telecom’s RRP Business Tariff rate, no bundled minutes being applied during that month. For the remainder of the contract term the Subscriber will be liable for the tariff initially agreed at full retail price without discount, subject to Clause 8.5 above; or

 

10.2.4    If, in RHM Telecom’s or the Service Operator’s absolute discretion, the call charges incurred in any given period show unreasonable or excessive usage of services or unusual calling patterns such as a disproportionate percentage of incoming calls or zero usage per number of 10 minutes or less of outbound voice calls or charges including data of less than £1.00 per month, or cause network congestion; or

10.2.5    If RHM Telecom is unable, for whatever reason, to provide the Service or if RHM Telecom is required to terminate this Agreement by a competent regulatory authority and/or Service Operator; or

10.2.6    If the Subscriber exceeds the credit limits set.

10.3   Termination, suspension, disconnection or barring under this Clause 10 shall be without prejudice to RHM Telecom’s rights accrued up to and beyond the date of termination, suspension, disconnection or barring.

10.4 In the event of termination of the Service and this Agreement by RHM Telecom in accordance with the provisions of Clauses 10.1 and 10.2, the Subscriber shall, within fourteen (14) days of receipt of the notice of termination, pay to RHM Telecom all outstanding charges including, where termination is for any of the reasons specified in Clauses 10.1 and 10.2, the amount due as set out in Clause 8.5 above or which would have been payable for the remainder of the term of this Agreement had the Subscriber given notice of termination at the earliest date possible in accordance with Clause 3.

10.5 Upon termination of this Agreement if the Subscriber made a deposit, RHM Telecom will only return any surplus to the Subscriber after deduction of all unpaid charges. Any request for repayment must be made in writing.

10.6 After disconnection, suspension or barring of the equipment from the System and/or consequent upon the termination of this Agreement, the Subscriber shall pay on demand all Charges outstanding at the time of disconnection, suspension or barring including any reasonable disconnection or barring fee that RHM Telecom may wish to charge in its sole discretion.

10.7 Subscriber will pay any costs, including legal fees, reasonably incurred by RHM Telecom on collecting any payments due.

10.8   Should termination take place part way through a month, no credit will be given for the post termination part of the month’s access charge(s).

10.9 The Subscriber will remain liable for all call charges incurred prior to termination regardless of when they are invoiced.

10.10 Termination, porting, or migration of mobile numbers is subject to a charge of £30.00 + VAT per number.

10.11 If the Subscriber is unable to use all of the Services for a continuous period of more than three days due to any technical failure (including power cuts, improvement, modification or maintenance of the Service or the Systems) and if the Service Operator offers this to RHM Telecom, on application the subscriber may receive a credit for their line rental which will represent that part of the line rental for the period of suspension.

  1.      Force Majeure

RHM Telecom shall not be liable for any breach of this Agreement, nor any damage resulting there from whether direct, indirect, consequential, financial or otherwise, if and to the extent that such breach arises as a result of any Act of God, acts or omissions by any Government, other Administrative Body or Service Operators, sabotage, riot, explosion, acts of terrorism, controls, restrictions, prohibitions or other Acts of any Local or National Government (including any requirement connected to the Licensing Arrangements) or industrial disputes of any kind or any act beyond the direct control of RHM Telecom.

  1.     Assignment

This Agreement shall not be assignable by the Subscriber without written consent of RHM Telecom, which will not be unreasonably withheld. RHM Telecom may at any time assign this Agreement to any third party it considers suitable.

  1.     Variation

RHM Telecom shall be entitled, from time to time and at its absolute discretion, to:

13.1   Make such variations to the tariff as it deems appropriate, so long as such changes are not disadvantageous to the Subscriber.

13.2 Make such modifications to the Service and make, or agree to, such changes to the System as it may reasonably consider necessary. Wherever practicable, fourteen (14) days written notice shall be given of such changes prior to their being made;

 

13.3 Make such alterations to this Agreement and its terms and conditions as the Service Operators may reasonably require RHM Telecom to make or as are necessary as a result of changes to RHM Telecom’s license from the Service Operators or otherwise as a consequence of any regulatory or legal requirement.

  1.     Data Protection

14.1 The information the Subscriber provides will be used by RHM Telecom to supply the Services and will not be otherwise disclosed without the Subscriber’s prior written permission, except as set out in Clause 14.5 below, or if required by law.

14.2 RHM Telecom does not share Subscriber information with other organisations for marketing purposes, however RHM Telecom may invite the Subscriber to take part in market research and inform the Subscriber of RHM Telecom goods and services which may be of interest unless the Subscriber informs RHM Telecom that they do not wish to receive this information.

14.3   The Subscriber has the right to ask for a copy of the data held about them by making application in writing to the Customer Services Manager at RHM Telecom’s registered office address. There may be a charge for this service.

14.4 The Subscriber agrees that RHM Telecom may disclose any information in connection with the Subscriber’s accounts to anyone who correctly quotes their password or who has satisfied RHM Telecom that they are the Subscriber or the Subscriber’s authorised contact.

14.5 RHM Telecom may disclose information about the Subscriber’s account to its agents.

  1.     Confidentiality

Neither Party will disclose to any third party without the prior written consent of the other Party any confidential information which is received from the other Party as a result of this Agreement. Both Parties agree that any confidential information received from the other Party will only be used for the purposes of providing or receiving the Services. For the purposes of this Clause 15, confidential information includes business plans, concepts, methodologies and structures, product specifications, technical information, new product information, methods of product delivery, and any other technical and commercial information

 

Terms & Conditions: Leased Lines

1.0 Definitions

In addition to those specified in clause 1.0 of the Master Services Agreement (MSA) the following words have the following meanings:

Agreement: Means the service contract which comprises the customer order form and these terms and conditions in conjunction with the general terms and conditions.

Agreement date:  Means the date which the ‘customer order form’ and documentation was raised.

Activation date: Means the date by which the services become live and are first made available for use by the customer or the end user of the services as specified in the service contract.

Committed Delivery Date (CDD): Means the date by which we anticipate the activation date of the services to begin. This is also the date by which RHM is measured against service credits for failing to deliver on or before the CDD.

Customer Premises Equipment (CPE): CPE such as modems, routers and microfilters necessary to use any access connection, supplied by RHM or their third parties where their provision is for the express use of provisioning the customer services, or end user services as described in the customer order.

Customer Requirement Form (CRF):    Is a document detailing contact details, building details and position of equipment etc, which needs to be completed prior to RHM placing the circuit order with their base carrier suppliers. This ensures that we have the correct information from the outset of the agreement.

Customer equipment:  Means apparatus belonging to the customer not forming part of the RHM equipment but which may be connected to the RHM equipment.

Data centre: Is a dedicated building providing space, power and secure facilities for storing data equipment and services. Often called a carrier hotel (where a telecommunications ‘carrier’ will rent space or ‘rooms’ within a data centre). RHM house their local points of presence (PoPs) in certain data centres around the UK.  

Ethernet First Mile (EFM): Is a term of reference given to the delivery of an Ethernet circuit, where the tail circuit is copper rather than the traditional fibre. New technology makes this possible and more affordable in locations where fibre delivery is either impossible or prohibitively expensive.

Ethernet circuit: Is similar to a leased line, but is generally a fibre based product to the point of entry into a building (except where the ‘tail circuit’ is provided as copper on an EFM technology). However, Ethernet circuits differ in that they are always presented as either an RJ45 connection (copper twisted pair Cat5e patch cable) or as a fibre patch cable presentation (termination type to be specified). Ethernet circuits operate at the International standard IEEE 802.3. Ethernet circuits are available usually at incremental speeds of 1Mb or 2Mb, where the minimum circuit speed is 1Mb, and the maximum will be multi gigabit circuits.

RHM equipment:  Means any apparatus or equipment provided by RHM or any third party to the customer to enable provision of the service under this   agreement.

Initial term: Means the term of the agreement as specified in the customer order form e.g. 12 months. The minimum initial term is always 12 months unless otherwise stated in the customer order form, or the master services agreement.

Leased line: A leased line is a symmetric telecommunications line connecting two locations. It is sometimes known as a ‘private circuit’ or ‘data line’. Unlike a traditional PSTN line it does not have a telephone number, each side of the line being permanently connected to the other. Leased lines can be used for telephone, data or Internet services. In this instance, we refer to leased lines as either a point to point (P2P) connection between two customer locations, or between a customer location and a data centre, or between a customer location and a RHM PoP.  In the latter instance, this will be typically for Internet provision. In the U.K. leased lines are available at speeds from 64Kb/s increasing in 64Kb/s increments to 2Mb/s over a channelised E1 tail circuit, and can be purchased in higher bandwidths. However, RHM only provides 2Mb E1 circuits. These circuits can be provided over copper or fibre. 

Monthly Recurring Charge (MRC): Refers to the monthly recurring charge for service.

Multi-Tenanted Building (MTB: RHM operates a specific Internet service for MTBs, and customers within an MTB already connected to the RHM network can typically expect their service to be delivered within 10 – 15 working days. MTB Internet services are delivered to the same service level agreements as any leased line or Ethernet circuit. It is only the connectivity methods within the building infrastructure which change.  

 

Network Termination Equipment (NTE): Typically third party equipment supplied by RHM or their third parties where their provision is for the express use of provisioning the customer services, or end user services as described in the customer order. This equipment may reside within the customer’s premises, the end user’s premises, or RHM and or their third parties’ premises.

Point of Presence (PoP):   Is a node within the RHM network, sited within a data centre. It is the local point within our network, to where Internet circuits are terminated. 

Public Switched Telecoms Network (PSTN): In the UK this is generally assumed to be a BT product, referring to a copper wire, analogue telephone line, or ISDN circuit.

Service contract: Means the complete document which includes the customer order form and the appropriate terms and conditions as noted on the customer order form.

Service: Means the services described in the details within the customer order form, and forming part of this agreement.

Service levels: Means the service levels relating to the services which are contained in the SLA.

Service Level Agreement (SLA): Means the service level agreement as in clause 3.0 of this document or such other service level agreement which is agreed in writing between the parties from time to time.

Target ready for service date: Means the initial date which is supplied by the RHM provisioning team as the estimation for an activation date. This is not a binding date, nor is it a CDD, and should be used as a guide only as to the likely activation date.

Third party services: Means any part of the services which RHM procures from a third party any third party telecommunications services and/or equipment which RHM uses in order to provide the services.

Third party service provider: Means the provider of any third party services.

2.0   Introduction

2.1  The terms of this agreement form part of the conditions of sale, and shall be incorporated into the customer order form(s) signed by the customer.

2.2 These terms are to be read in conjunction with the MSA. No individual set of terms will individually constitute a full service contract for this or any other product.

2.3 In addition to the above, and subject to 10.1 of the MSA, in the event of any conflict or inconsistency between the terms within this service schedule and the MSA, then the terms within this schedule will prevail (as per section 2.3 of the MSA).

 3.0   Order process

3.1 RHM will supply the customer with the services in accordance with these terms; the general terms and the accompanying signed customer order form and fully completed CRF. The combination of which, will form a service contract between the customer and RHM. 

3.2 RHM reserves the right to make any changes to these terms or to the service contract, including changes to the service and the SLA as is required from time to time, to reflect:

Technical and operational changes to the core RHM network or that of one of our third party providers provided such changes do not materially affect the applicable service provided to the customer

Changes enforced by law, regulation or codes of conduct which may be altered or issued from time to time

3.3 RHM will notify acceptance of a customer order form by email within a target of 5 working days. Orders will be accepted on the basis that the customer has provided:

  (i)    A fully completed and signed copy of the customer order form (in duplicate) and;

(ii)   A fully completed CRF detailing contact names, site addresses, and termination details as requested on the current published CRF

The RHM representative will supply the CRF, usually at point of order.

3.4  RHM will endeavour to issue a TRFS at the same time at which they acknowledge receipt and confirm the customer order. The TRFS is the day on which we expect (under normal circumstances) the service activation date commences, and therefore the date which the service contract starts.  

3.5  Throughout the provisioning process, RHM will need to communicate with named member(s) of the customer’s staff (or their nominated representatives) to arrange access to the customer or the end user’s premises, for RHM and/or their third party suppliers. Any delays to these requests either by the customer, their representatives, the end user, or the Landlord of the termination premises will delay RHM from meeting the TRFS and from issuing a CDD.

 

3.6  Typically within 10 working days of acceptance of an order, RHM or their third party representative will perform a termination location, premises survey, also known as a ‘site survey’. It is typical that within a further 10 working days of the site survey, that RHM will be able to issue a CDD.

3.7  The CDD is the date by which RHM agree to have service ready for use (the activation date), and should RHM miss this target date, the customer is able to claim ‘service delivery credits’ which are detailed below in table 3.0 subject to 3.5, any delays outside of RHM control may lead to delays in the CDD and therefore invalidate any service delivery credit claim.

Table 3.0 service delivery credits

 

Number of working days beyond RHM CDD date

Compensation = percentage of connection charge for the circuit to be credited to the customer
01-10 5%
11-15 10%
16-20 15%
More than 20 20%

  

3.8  In the event that the customer takes a dual circuit solution from RHM, where the tail circuits are provided by alternate carriers (or the same carrier but via geographically diverse RHM PoPs) and one is configured as primary, with the other as a backup, then RHM will provide a TRFS and a CDD for each circuit.

 The processes outlined within this document for delivery, will apply to each. Where the solution is quoted and sold at a fixed monthly, quarterly or annual price, RHM reserve the right to charge for separate services as they are delivered. E.g. customer takes 100Mb leased line, with a 10Mb leased line back-up In this event, RHM will charge for the first circuit and accompanying hardware (such as, but not limited to, routers, firewalls or cable trays) delivered on a pro rata basis, as this is a useable Internet connection.

The final charges will be applied on delivery of the second circuit and its confirmed live backup status presented in a working condition. At this stage, the contract term of the agreement for the solution will start. e.g. customer taking a 36 month term contract, with a 100Mb primary and a 10Mb backup circuit. The 100Mb circuit is delivered (as working) 2 months before the backup circuit. Not until the delivery of the backup circuit will the 36 month term of the agreement start. This means that the customer will be liable to pay the installation, monthly rental and reasonable set up costs as described above, for the primary circuit for an additional 2 months in this example.

In all cases, unless otherwise stated by the customer, RHM and their third party suppliers as applicable will endeavour to provide both or any circuits as part of any given solution at the same time. However, when this is not practicable or any third part service provider will not accommodate such requests, then the customer will be liable for all service charges as they arise on the activation date of said services.

3.9  In the event that a customer takes an ADSL backup service to their leased line, RHM will deliver the ADSL service and the leased line as close to the leased line CDD as possible using all reasonable endeavours. The exception to this will be when a customer asks for the ADSL service to be supplied in lieu of the leased Line being fulfilled. In this instance, RHM will charge pro rata for the delivery and rental of the ADSL service and accompanying hardware (such as, but not limited to, routers, firewalls or cable trays). The final charges will be applied on the activation date of the primary leased line circuit.

3.10  For ADSL backup services, at no time will the provision of an ADSL service be subject to service delivery credits. In addition, the ADSL circuit terms and conditions specific to the installation and use of that line are separate from this document, and are available on request through your RHM representative, or the RHM Partner portal.

3.11  Where ADSL backup services are taken, it is the customer’s responsibility to ensure that there is an adequate, uncompromised BT analogue PSTN circuit. Should the customer not provide a valid telephone number for this PSTN circuit, then RHM will not be able to provide the ADSL service. Similarly, if the PSTN termination is not in the correct location (should be within 3 metres of the planned leased line termination point) then RHM will not be able to provide the ADSL service as a backup.

3.12  Delivery terms for all ADSL services are outlined in the ADSL terms and conditions schedule document (see 3.10).

3.13  For all services, when an installation fee is levied (as per the customer order form) RHM reserve the right to invoice this fee, which must be paid before we hand over the service to the customer or end user.

 

3.14  Subject to 3.8 and 3.9, the term of the service contract as indicated on the customer order form will not start until the final circuit or complete solution is delivered. I.e. the service charges and start dates of individual circuits may be staggered, but the service solution term of contract will start and end at the same time. This means that the first circuit to be provisioned will be invoiced prior to the term of the contract starting, and the invoice period in lieu of the backup or secondary circuit(s) will vary depending on the independent tail circuit CDDs. Wherever possible however, we will try to ensure that the CDD for each circuit in a multi circuit solution are as close together as possible. 

3.15  Customer’s Responsibility

It is the responsibility of the customer at all times to ensure the following:

  • 3 pin standard UK plug socket is available for each piece of required electronic equipment supporting the service(s) provided. Typically this will be one socket for each carrier NTE, and one for each router (or CPE) supplied by RHM to support the service. In addition, additional power sockets may be required as directed following initial site survey depending upon the solution(s) purchased
  • For all ADSL services as a backup, the customer must ensure that a non service bearing standard analogue PSTN line is available for RHM to enable the ADSL service. This PSTN line must terminate within 3 metres of the location of the RHM CPE
  • That enough rack space, where the customer expects the carrier NTE and RHM CPE to be positioned within a data rack (standard UK 19inch width), and that there is at least 3U of available space per single leased line or Ethernet circuit. As much as 10U may be required in certain circumstances but this is the exception rather than the rule and should be identified at survey

4.0   Service level agreement

4.1 During active service, RHM offer a 99.9% uptime service level for all leased line/ Ethernet circuit products, extending to 99.99% where a backup service is taken.

4.2 RHM provides optional ‘active alerts’ on all direct Internet access circuits or any circuits which are provided with CPE which is owned by RHM, and provided as part of a managed service by RHM. This means that in the event of any problems detected on your circuit, RHM will, with best endeavours, be able to notify a named member (or members) of the customer’s staff of such issues via SMS or email. The following rules in table 4.0 are set as a target only.

Table 4.0

Fault or problem detected Time of day Target response time Method of response
RHM IP monitor flags alert that would appear to mean customer circuit has failed. Immediate investigation to confirm if this is real or glitch, and where the fault lies Mon – Fri 09.00-17.00 10 minutes SMS alert or email (automated generation) of a potential  issue with the service, followed up with a phone call
RHM IP monitor flags alert that would appear to mean customer circuit has failed. Immediate investigation to confirm if this is real or glitch, and where the fault lies Mon – Fri 17.00 – 09.00 and weekends / bank holidays 30 minutes SMS alert or email (automated generation) of a potential  issue with the service, followed up with a phone call

 

4.3   RHM’s target to repair all logical faults on leased lines is 6 clock hours. Logical faults are those relating to any equipment, either the CPE provided my RHM as part of the managed service, or NTE within the RHM network and their supplier’s network.

4.4  Where there is a physical fault, which relates to fibre or copper wire faults, then the target time to resolve is within 24-48 clock hours.

4.5  Service availability is a measure of the relative amount of time a circuit is available for customer use during a given calendar month. ‘Service unavailability’ is defined as any period for which the service is unavailable, and is measured from the time:

(a)   That the customer reports service unavailability to RHM, and opens a support ticket (customer must obtain a reference number for their call – this is automatically given with email logged calls), until the time;

(b)    That RHM advises the customer that the service is restored and operating in accordance with agreed specifications, and RHM closes the support ticket. Any periods of time during which a support ticket is kept open at customer’s request following notification by RHM that service has been restored, is not included in measuring the duration of a period of service unavailability

 

4.6  When leased line backup or ADSL backup services are taken, then RHM will provide a 99.99% SLA for the solution as a whole. RHM agrees to provide a solution whereby should one circuit fail, then the backup line (leased line or ADSL) will be activated automatically within 5 minutes of the primary circuit failing. Should the secondary (backup) circuit fail to engage. within 1 clock hour, then additional service unavailability penalties will apply in the following way:

(a)   Where ADSL backup is provided, and both the primary and the ADSL fail, then RHM will pay service credits to the value of 1.25 times that which is stipulated within table 4.1. Exceptions are for when the backup service fails due to reasons beyond RHM’s control. Such reasons can be, but are not limited to; third party activity, network failure outside of RHM and their supplier’s networks, power cuts, atmospheric and weather induced problems, natural disasters or terrorist incidents

(b)   Where a second leased line is installed in a failover or backup capacity, and both circuits fail, RHM will pay service credits as per table 4.1, but will apply to the rental values of both circuits. Exceptions are for when the backup service fails due to reasons beyond RHM’s control. Such reasons can be, but are not limited to; third party activity, network failure outside of RHM and their supplier’s networks, power cuts, atmospheric and weather induced problems, natural disasters or terrorist incidents

4.7  For customers taking back up services, should the primary circuit fail, and the backup service engage within the 5 minute period (as 4.6) then RHM will only be liable for service credits on the primary line, as described in table 4.1 but, subject to points 4.9 – 4.16. RHM will provide this pro rata to the value of the rental of the primary circuit for customer’s on fixed single payment contracts.

4.8  Service credits: In the event of service unavailability, RHM will credit the customer in accordance with table 4.0.

 

Table 4.1 service credits

Total service unavailability per month Credit
Less than 1 clock hour 0% of MRC
1 – 6 clock hours 5% of MRC
7 – 24 clock hours 10% of MRC
25 clock hours and above 20% of MRC

 

4.9  In no event will SLA credits in any calendar month exceed 100% of the total MRCs payable by customer for the service in that month.

4.10  As a condition of entitlement to SLA credits, the customer shall cooperate with RHM in addressing any reported service problems.

4.11  SLA credits are applied only upon customer’s written request, which must be submitted within 15 working days of a valid support call reporting the incident, and backed up by a reference number to support that claim. This can be submitted to the relevant RHM staff by 1st class recorded mail, or by email.

4.12  All approved SLA credits claimed by a customer for a given month will be totalled and applied to that customer’s next invoice for the Service, or as promptly thereafter as is practical in the event of a dispute.

4.13  No SLAs apply to newly installed services or to service reconfigurations requested by customer, until five business days after:

(i)    The service activation date or

(ii)   Completion of the Service reconfiguration, as applicable

4.14   The SLAs above apply only in respect of service that is provisioned on RHM’s network and, where applicable, to local access circuits provided by RHM (via third party providers). Service credits will not be approved for network faults or fibre issues outside of our control. See section 4.16 for further detail.

4.15  LA credits provided for in these terms and conditions are customer’s exclusive remedy with respect to items covered in these terms and conditions.

 

4.16  Exclusions: no SLA credit shall apply to the failure of the service to comply with an SLA, or to any period of service unavailability, caused, in whole or part, by any of the following:

(a)   A failure of customer’s own premises equipment or equipment of a customer’s vendor

(b)   A failure in local access facilities connecting the customer to RHM’s network which are not provided by RHM

(c)   Force majeure events as defined under the MSA

(d)   Any act or omission of customer or any third party (including but not limited to, Customer’s agents, contractors or vendors), including, but not limited to:

(i)    Failing to provide RHM adequate access to facilities for testing

(ii)   Failing to provide access to customer premises as reasonably required by RHM (or its agents) to enable RHM to comply with its obligations regarding the service

(iii)    Failing to take any remedial action in relation to a service as recommended by RHM, or otherwise preventing RHM from doing so, or

(iv)   Any act or omission which causes RHM to be unable to meet any of the SLAs

(e)     Customer’s negligence or wilful misconduct, which may include customer’s failure to follow agreed upon procedures

(f)     Any scheduled maintenance periods when customer has been informed of such maintenance, and emergency maintenance

(g)    Disconnection or suspension of the service by RHM pursuant to a right to do so under the general terms and conditions or these terms and conditions

(h)    Outages attributable to ‘off-net circuits’, that is:

(i)    Long haul domestic local access circuits in the USA, between an RHM PoP and a customer premises which is in a different local access transport area (LATA) and/or

(ii)   Long haul international local access circuits provided in countries in which RHM does not operate its own network and provides the service using the services of third party providers

 

5.0   Term of ‘service contract’ and termination

5.1   The term of each service contract shall start from the date on which, either the individual circuit (for single circuits and/or those with ADSL back up), or the final circuit (for a solution with leased line or Ethernet backup) is installed and made available for service (the activation date). The contract will then continue for the term stipulated within the customer order form. For the avoidance of doubt, the minimum term of contract for leased line/Ethernet services is 12 months.  At the end of the term, the contract will automatically renew for a further period of one (1) month, on a rolling monthly basis, unless RHM receive prior notice from the customer under the termination conditions stated below.  

5.2   Either party may terminate such service contract by giving ninety (90) days written notice to the other, such notice to expire no earlier than the end of the initial term as stated on the customer order form.  In the case of termination by the customer, any such written notice shall not be effective unless

(i)    Given by 1st class recorded post, or an email to a relevant, named member of staff within RHM, and by an authorised member of the customer’s staff. Such notice must also outline full details of the service contract including all circuit details and addresses to be terminated, and that;

(ii)   RHM has confirmed receipt of such termination notice by email or letter within five working days of its receipt

5.3  In addition to RHM’s other rights, RHM may end any service contract and/or suspend the provision of any service under a service contract in the following circumstances:

(a)   Immediately following the expiry of 5 working days written notice from RHM to the customer for non payment of any charges and payment has not been made following such notice; or

(b)   Immediately in writing if the customer materially breaches these terms (see clause 10.1.1 in the MSA for definitions of breech); or

(c)   Immediately if bankruptcy or insolvency proceedings are brought against the customer (or its parent company), a receiver or administrator is appointed over any of the customer’s (or its parent company’s) assets or the customer (or its parent company) goes into liquidation or enters into a voluntary arrangement with its creditors other than for the purposes of reorganisation (or any similar event in its country of incorporation takes place); or

 

 

(d)   As soon as required if RHM is obliged to, by a decision or direction of any governmental body or regulatory authority

5.4   Upon termination of a service contract, all charges incurred by the customer for the use of the services up to the date of termination shall be due and payable in full and on demand and the customer shall have no right to withhold, deduct or set off any such amounts.

5.5  Upon termination of a service contract for whatever reason the customer shall immediately stop using the services prescribed in such service contract and the customer’s right to use such services shall immediately terminate.

5.6  Where RHM suspends service for customer breach and subsequently reconnects services, the customer may be liable for a reasonable reconnection fee which shall be notified to the customer in advance.

5.7  If the customer cancels an order, or requests that an order already placed is significantly modified (e.g. changes in address; service type; point of presence or presentation), prior to the CDD, as defined in the relevant service contract, then notwithstanding RHM’s other rights pursuant to the service contract, the customer shall pay all costs incurred by RHM as a result of such cancellation or modification. For any other cancellation, the standard cancellation fees (shown in table 5.0) apply

 

 

Table 5.0

Reason for cancellation Cancellation charge payable by the customer Cancellation charge payable by the customer
(Percentage (%) of installation charge) (Percentage (%) of rental charges for the term of contract)
Customer cancels for any reason before TRFS is issued and order accepted by tail provider 0 0
Customer cancels for any reason post TRFS issued and order accepted and before site survey carried out 25%* 0
Customer cancels for any reason post site survey but before a CDD is issued 50%* 0
Customer cancels for any reason post issue of a CDD and within 15 working days of the actual CDD 75%* 0
Customer cancels for any reason post issue of a CDD and within 5 working days of the CDD 100%* 10%
Customer cancels for any reason post CDD and delivery of service before term of contract expires 100%* 100%

 

 *Exceptions:

The only exception is when RHM or their third party decree that the installation costs originally quoted (or which were included over the term if these costs are amortised) are not enough to cover the actual cost of the installation works. Such costs are known as excess construction fees, and these fees (where applicable) will be notified to the customer post site survey. At this point, the order will be placed on automatic ‘hold’ until the customer agrees (or not) to pay the excess construction fees. The customer has 5 working days to decide, and to notify RHM in writing to the relevant member of staff of their decision. If the customer agrees to pay, the provisioning service will resume and a CDD issued in due course. Should the customer decline they have the right to cancel their order with no further charges. Should the customer fail to notify RHM of their decision within 5 working days we may consider the order cancelled and the standard cancellation fees in the table above will apply.  

 

 

5.8  For the avoidance of doubt, where installation charges are not payable because they are spread over the term or are discounted for a particular service contract, RHM will base cancellation fees on the rental only, and applying the same percentage fees as in table 5.0. Additionally, RHM may charge the customer for all costs which it has incurred in relation to provision of the services (e.g. costs associated with network or infrastructure builds or obtaining way leaves, etc) up to and prior to the date upon which it receives the early cancellation request from the customer.

5.9  If the customer cancels a service without cause after the CDD and prior to the end of the initial term, then all charges that would have been payable until the end of the initial term (together with the notice period of 90 days) shall immediately become due and payable.

5.10  For customers taking leased line backup or ADSL back up products, please note section 3.14 with regard to service contract start dates.

6.0 EFM

6.1  EFM is a term used to describe the ‘connection medium’ which uses copper, to provide a tail circuit into the customer’s premises back to the nearest point of interconnect with the base provider’s network, which then subsequently integrates with RHM’s network. EFM is also known as Ethernet over copper.

6.2  EFM is delivered using twisted copper pairs from the BTW local access exchange, and can deliver speeds of 1Mb/s to 10Mb/s, or limited ability, or where provision of fibre services end to end would be cost prohibitive (e.g. in rural and semi rural areas).

6.3  EFM services for Ethernet circuits have the same SLA and terms as in sections 2.0 – 5.0 above, with the exception that the service credits for service unavailability will only be considered if the service is materially affected in the following ways:

  • Should a copper pair fail, in this event the other copper pairs providing the service will continue to deliver service. In this instance, should one or more copper pair fail, leading to the availability of less than 50% of the advertised bandwidth rate, the customer will be able to claim service credits in the usual way (section 4). In all instances surrounding copper pair failure, the time to fix is 24 clock hours from time the fault is reported and/or discovered
  • In the event of a total loss of service due to the copper access pairs, or any network fault, as with all other leased line products, then full service credits as described in section 4 are available and in accordance with the terms of section 4

7.0    Wires only Internet access and point to point circuits

7.1     Outline descriptions:

 (a)   Wires only Internet circuits are those where the circuit and network infrastructure are provided in the same way as a fully managed service, but RHM are not responsible for any CPE or routing and firewalling devices. These devices are supplied and managed by the customer or their partner supplier. Due to the nature of these services, where RHM are not in control of the CPE, then we cannot provide a managed service to the customer or the end user and therefore, the SLA is reduced (see 7.2)

 

(b)   Point to point circuits are those which are completely off-net from the RHM network. Simply, in this instance, RHM are reselling our carrier partner’s local network services to the customer. As for wires only Internet circuits, because this circuit does not touch our network or monitoring equipment, we cannot provide as a fully managed service, and the SLA is reduced (see 7.2)

 7.2  SLA amendments to those in clause 4, specifically for ‘unmanaged’ circuits. Such circuits referred to generally, but not exclusively, as wires only services, wires only internet access circuits, and point to point (or point to multi point) circuits:

(a)   In the event of a fault, RHM will offer best efforts to the customer to resolve the issue. In the event that a fault is logged, the first checks made by RHM will be internally and with the carrier providing the tail circuit(s). If they are deemed to be working within normal parameters, then the customer or the partner managing the CPE devise should be on site (or have remote access to) the CPE to manage queries between the device and the RHM edge network. In these instances it is the customer or partner’s responsibility to provide RHM support staff with correct passwords and administrator rights as required, to help troubleshoot the issue

 

 

(b)   RHM will use best efforts to maintain the SLA for the logical fix i.e. within 6 hours of a fault being registered. However, as we are wholly reliant on the customer or their partner support company we cannot agree to be bound by these times, and in addition, no compensation will be payable in the event that any published SLA timescales are missed. Similarly, we will endeavour to resolve all physical line faults within the usual 24 – 48 hours, but again there is no compensation available should timescales slip on an un managed service

 (c)   The demarcation point for RHM’s unmanaged, wires only services is the tail circuit carrier’s NTE

(d)   The customer or partner may be required to provide detailed diagnostics from the CPE

7.3  Wires only Internet services are only available for single leased lines – no ADSL backup or leased line failover services are available as ‘wires only’.

7.4  It is the responsibility of the customer or the partner to raise a potential fault with the RHM helpdesk, as wires only services are not monitored proactively by RHM. Therefore for these services, section 4.2 of this document is void for wires only services.

 

Terms and Conditions: Hosted telephony

Service overview

By purchasing our Hosted telephony services (VoIP / Hosted PBX) you confirm that you understand that our services may sometimes be unavailable as a result of things over which we have no control, for example, the weather, power disruptions and failures of your internet service provider (ISP) or broadband / ADSL connection and you understand that in such circumstances all services (including 999 public emergency call services) will also be unavailable;

The Service is subject to different regulatory treatment than a PSTN (Public Switched Telephone Network) service and this may limit or otherwise affect your rights of redress before regulatory agencies such as OFCOM.

The service may include “Inclusive Calling Plans” that have been designed as a fixed price alternative telephone service. If we deem your usage during any single month not to be within normal business use, we reserve the right to suspend, restrict, change or cancel your hosted telephony service at our discretion. The service has been designed assuming average usage levels. In order to protect the average utilisation levels we have set upper limits which may be subject to change. Please also refer to our Acceptable Use policy.

Fax broadcasting

The Service cannot be used for fax broadcasting, fax blasting or bulk faxing to send fax messages to multiple recipients at one time.

Auto-dialling

The Service cannot be used for auto-dialling or predictive dialling, or the systematic dialling of telephone numbers for telemarketing or any other purpose without the express permission of RHM Telecommunications limited. In such cases additional network resources may need to be made available to support such requirements.  There is also a requirement on the customer to comply with any relevant legislation or best practice guidelines relating to these types of services.

Spam over Internet Telephony

The Service cannot be used in any way to generate, distribute or otherwise for SPIT (spam over Internet telephony) or VAM (Voice / VoIP spam).

Hosted PBX features

Some features may require the use of RHM Telecommunications Limited recommended hardware together with software firmware upgrades to enable you to access all Hosted PBX features. Feature requests outside of the standard product may be available (eg the use of third party applications) however the problem free operation of these features is not guaranteed. Furthermore RHM Telecommunications Limited may, at its discretion, refuse to provide support for non-standard hardware and / or charge a support charge in relation to assisting you with configuration of unsupported features or hardware.

Time dependent features for Hosted PBX (inbound non –geographic numbers / numbers beginning 08xx) including but not limited to changes in call routing are based on GMT. All times provided to RHM Telecommunications Limited are applied to your Hosted PBX Service as GMT. Some complex Local Area Network environments may necessitate re-engineering. RHM Telecommunications Limited will advise you of the need for re-engineering if necessary and discuss the options for completing this work with you before proceeding.

System changes

In the event that you request an amendment to the system configuration during the system provisioning period RHM Telecommunications Limited may, at its discretion, reset the provisioning start date, thus delaying the availability of your system.

Supported hardware

RHM Telecommunications Limited recommends the use of Polycom and Cisco IP Phones with its Hosted PBX services.

A business grade Power over Ethernet (POE) switch and Quality of Service (QoS) enabled router are recommended but not a pre-requisite for installation. However RHM Telecommunications Limited will make a recommendation relating to this and if the Customer proceeds without following the RHM Telecommunications Limited recommendation, RHM Telecommunications Limited will not be responsible for the call quality experienced with the Service.

 

On Site set up issues (LAN Issues)

Installation is typically completed by:

  • the customer with telephone based assistance from RHM Telecommunications Limited support staff or
  • an onsite RHM Telecommunications Limited engineer or representative.

It is the responsibility of the Customer to ensure that the Customer LAN is of sufficient quality to enable proper use of the Service.

Technical Support Service

RHM Telecommunications Limited provides free phone and email based technical support in respect of a standard Hosted PBX services during normal business hours. If RHM attends site to assist in technical support of the service which is deemed to not be a fault of the service, a charge will be made.

Amendments to your Hosted PBX system requiring re-engineering

Should you require changes to your Hosted PBX system which necessitates re-engineering, RHM Telecommunications Limited will request this in writing before undertaking the changes to the system. A charge will apply in respect of re-engineering. Your RHM Telecommunications Limited sales representative will advise you of these charges and obtain your authorisation before proceeding to submit your request to the engineering team.

Hosted PBX and SIP-Trunk /Calling – Terms and Conditions

We will; provide you with the Hosted IP Telephony / Hosted PBX Services / SIP – Trunk /Calling subject to these Terms and Conditions, and any Customer Order Form(s) Customer Order Summary Form(s) or Customer Requirement Form(s) prepared in accordance with these Terms and Conditions

You will; co-operate in full with us in drawing up a fully completed Customer Requirements Form, including specifying in full your requirements in respect of the relevant Service.

You acknowledge and agree that you will comply with Emergency Calls Access, and acknowledge and agree to the limits of the emergency call support provided. You must ensure that all information you provide to us is materially accurate and update us promptly in the event that any such information changes so as to ensure the accuracy of the Carrier Emergency Services Database. You acknowledge that we may not be able to convey Calls where accurate information is not provided in accordance with this clause. You acknowledge and agree that Your Equipment requires mains power to make Emergency Calls and that you are required to confirm/provide your location when making an Emergency Call to enable the correct Emergency Organisation to respond.

Administrator and related Training

A reasonable period of time in advance of the Activation Date of the SERVICE, you shall nominate two people to act as your dedicated administrators in respect of the Services.

You shall notify us promptly in the event that any such administrator is replaced or becomes otherwise unavailable for any prolonged period of time. We shall only liaise with those administrators (or his/her successor(s) so notified to us). You shall ensure that your initial administrators attend all training sessions detailed in the relevant Order. Any successor administrator(s) may be required to attend further training sessions in respect of the Services which will be furnished by us at an additional cost to you.

In the event that either party gives notices to terminate an Order, notwithstanding any term to the contrary, we shall determine (acting in accordance with our reasonable discretion) as to whether a Complex Routing Plan is required in order to cease the Hosted IP Telephony / Hosted PBX Services. In the event that such a Complex Routing Plan is required, the relevant Order shall terminate in accordance with the timeframes for termination.

Number porting

You acknowledge and agree that there may be some restrictions and limitations to geographic number portability. If Call traffic conveyed via Carrier IP Exchange or the Carrier PSTN Network for onward termination on an International Destination Network is abnormally high then Carrier or Carrier’s overseas partner may instigate network management control measures.

RHM Telecommunications Limited Standard Agreement

These terms and conditions of service shall constitute the whole of the contract between the customer (herein after referred to as the buyer, customer).  This agreement is made between RHM Telecommunications Limited. (registered in England & Wales under number 03771726) of 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester  GL2 2AQ  and the CUSTOMER, as specified on the Customer Order Form / Services Application Form.

 

 The service, services, product means the electronic transmission of information, graphics, sound, voice and any other form of information transfer through the RHM Telecommunications Limited, servers and lines of telecommunication. The Services include:

  • Hosted voice-over-internet protocol (VoIP) service which is the provision of a hosted VoIP private branch exchange (PBX) telecommunications service to which you connect via the world-wide-web, facilitating internal telecommunications connections (i.e between your end users and your premises).
  • Hosted session initiation protocol (SIP) trunking service. The facility to use the hosted voice-over internet protocol service (as described above) to make external telecommunications connections to the local public switched telephone network via the world-wide-web by means of SIP.
  • On-Site installed Unified Communications IP Private Branch Exchange Service. The installation of an RHM Telecommunications Limited IPPBX that is connected to the PSTN and or SIP trunks via ADSL circuit/s. The IPPBX can be connected to cloud based (Internet based) services for inbound number routing and other communications mediums.
  • The Service will be paid for on a per monthly basis for a minimum period of 3 years.
  • RHM Telecommunications Limited agrees to provide Hosted Telephony / Hosted PBX / SIP and Internet Services / UC IPPBX as specified under this agreement.
  1. Definitions

In this agreement (which includes the appendices hereto) the following terms shall have the following meanings:

“Acceptable Use Policy” – RHM Telecommunications Limited’s rules concerning acceptable usage of the RHM Telecommunications Limited network.

“RHM Telecommunications Limited” – RHM Telecommunications Limited

“Agent” – The agent, if any, representing RHM Telecommunications Limited in the sale of the service to the customer.

“Agreement” – The agreement comprising the CUSTOMER ORDER FORM, the SERVICE ORDER SUMMARY, the SERVICE APPLICATION FORM the CUSTOMER REQUIREMENTS FORM and any additional customer specific documentation relating to the ORDER FORM, these TERMS AND CONDITIONS, the SERVICE LEVEL AGREEMENT attached as Schedule 1 and all other documentation referred to in any of the terms.

“Availability” means the availability of the service provided by RHM Telecommunications Limited network

“Business Hours” means 09.00 a.m. to 5.00 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.

“Customer” – the customer specified on the SERVICE ORDER FORM.

“Customer Order Form” – part of the ORDER FORM which specifies the charges and elements of the SERVICE and forms part of this agreement.

“Downtime” means in respect of any month the total time during which the Service is not available (other than as a result of planned Outages).

“Event of Force Majeure” – such event as defined in clause 16.10 below.

“Initial Term” – Minimum Term: a period of 36- Months (36) months from the START DATE or any other term as specified on the ORDER FORM

“Insolvency Event” – if a party becomes insolvent, has a receiver appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for amalgamation or reconstruction) or if ownership or control shall pass into the hands of any other legal person (other than assignment under clause 16.1), or an event analogous occurs in respect of a party in any jurisdiction to which that party is subject.

“Minimum Term” – Initial Term, a period of 36- Months (36) months from the START DATE or any other term as specified on the ORDER FORM

“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service.

 

“Planned Outage” – means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.

Ripe” – (Réseau IP Européens) The organisation that assigns TCP/IP addresses to Internet Service Providers and their customers in Europe.

”Service Minutes” –  means minutes of connectivity to RHM Telecommunications Limited.

“Service Order Form” – the order form which specifies the SERVICE and forms part of this agreement

“Service” – RHM Telecommunications Limited’s services as detailed on the SERVICE ORDER FORM and forms part of the ORDER FORM.

 “SIP” – Session Initiated Protocol

“Start Date” – the day that the SERVICE becomes fully functional and is handed over to the CUSTOMER.

  1. Terms of Purchase

These RHM Telecommunications Limited Terms and Conditions shall apply to the subject matter of this AGREEMENT to the entire exclusion of any documentation proposed by the customer.

  1. Services

Subject to compliance by the CUSTOMER with its obligations under this agreement, RHM Telecommunications Limited. shall provide the services to the CUSTOMER during the currency of this AGREEMENT with reasonable care and skill. RHM Telecommunications Ltd. reserves the right to vary the SERVICE at any time. However, RHM Telecommunications Limited. will inform the CUSTOMER of such variations where RHM Telecommunications Limited. deems it necessary to do so and where reasonably practicable in the circumstances.

3.1 Acknowledgement.

RHM Telecommunications Limited. accepts the customer’s acknowledgement of these terms and conditions breach of any of which may result in termination and or suspension of the customer’s right to use the service.

3.2 Payment.

All services supplied must be paid for in full prior to the provision of any service unless agreed in writing with RHM Telecommunications Limited. the price being quoted as the list price of RHM Telecommunications Limited. agreed on it’s behalf at the time of contract or order with the customer.

3.3 Quotes.

All prices quoted verbally or in writing (prices being the RHM Telecommunications Limited. list price at exchange of contracts) for provision of service are excluding VAT at the standard rate for the service supplied and are subject to change without notice.

3.4 Alterations in the standard price of service supplied will only be accepted by RHM Telecommunications Limited in writing on a RHM Telecommunications Limited. authorised order form signed by an agent or employee of RHM Telecommunications Limited.

3.5 Cancellations.

A Order that has been accepted by RHM Telecommunications Limited. and signed by the customer or his/her representative may be cancelled by the customer or his/her representative within 14 working days at any time of signing of order and on terms that the customer will indemnify RHM Telecommunications Limited. in full against any loss, costs (including the cost of goods ordered for the customer by RHM Telecommunications Limited. on behalf of the customer for the supply of service ordered), damages, charges and expenses incurred by RHM Telecommunications Limited. as a result of cancellation.

3.6 Suspension of services.

We will endeavour to ensure that the Services are of a high quality. In order to maintain the quality and safety of the Services, and any other services which we provide to our customers, we may from time to time:

(a) Suspend, close down or restrict the whole or any part of the Services in order to carry out emergency or other repairs, maintenance and/or improvements or to prevent overload of the network or to preserve the safety, security or integrity of the Services and any Internet traffic conveyed (although we will give you as much notice as is reasonably practicable before doing so and will endeavour to carry out such works during the relevant scheduled maintenance periods as published by us); and/or

(b) Give you instructions on how to use the Services. You agree to comply with any instructions we may give you in accordance with this Clause.

 

(c) We will notify you as soon as possible if either we or our agents, employees representatives or anyone else involved in providing the Services and/or the Equipment, require access to your premises, to install the Services and/or the Equipment or to carry out repairs, maintenance or upgrades. Where such notice is received by you, you agree to grant us and/or such other persons referred to, access to your premises. We will meet your reasonable requirements, and you agree to meet ours, concerning the safety of people on your premises.

(d) RHM Telecommunications Limited. reserves the right to suspend any/all services until such time as full payment has been made. Non-payment of an overdue account may result in the suspension of all services.

3.7 Services & Goods. All services and goods supplied by RHM Telecommunications Limited including domain names which may be registered in the actual name of a third party remain the property of RHM Telecommunications Limited. until full and final payment has been made to RHM Telecommunications Limited.

  1. Term

This agreement shall subsist for the INITIAL TERM sometimes referred to as the MINIMUM TERM and will automatically renew for a further term of 12 months unless terminated by no less than sixty (60) days notice in writing by either party to the other before the end of the INITIAL TERM. In the case of Hosted PBX this Initial term is 36 months. Cancellation of service must be given in writing 60 days before service is due for renewal. If cancellation is not received in writing within 60 days of renewal then the customer will be liable for the full 12 month renewal fee.

  1. Usage

5.1 Improper Use. The CUSTOMER shall use it’s reasonable endeavours to ensure that nothing is transmitted by or on behalf of the CUSTOMER or using the CUSTOMER’s equipment through the SERVICE or downloaded in violation of any UK or International law, regulation or treaty or RHM Telecommunications Limited’s ACCEPTABLE USE POLICY or in breach of the intellectual property or rights of any person. The CUSTOMER shall fully and effectually indemnify RHM Telecommunications Limited from and against all loss, liability, damages, costs and expenses which RHM Telecommunications Limited may incur in relation to any breach by the CUSTOMER of its obligations under this clause. The CUSTOMER acknowledges that, by the nature of the SERVICE being provided, information and material downloaded or used by the CUSTOMER will be kept, whether permanently or temporarily, on RHM Telecommunications Limited’s equipment. The CUSTOMER shall at all times ensure that such information and material complies with the laws of all applicable jurisdictions and shall keep RHM Telecommunications Limited fully and effectually indemnified from and against all costs, claims, liabilities and demands relating to or arising from:

(a) any breach by the customer of this clause 5.1; or

(b) any criminal or civil legal action brought against RHM Telecommunications Limited.

(c) as a result of RHM Telecommunications Limited’s storage of such information or material.

A breach of this clause and/or RHM Telecommunications Limited’s ACCEPTABLE USE POLICY will also be grounds for RHM Telecommunications Limited. to terminate this AGREEMENT without notice and with immediate effect, at RHM Telecommunications Limited’s discretion.

5.2. Offending Material. Without prejudice, to any other right, RHM Telecommunications Limited shall be entitled to disable the SERVICE or any other part of it immediately and without notice or to take such action as it may in its discretion think appropriate to ensure that any material which RHM Telecommunications Limited. in its reasonable opinion considers to offend the principles set out in Clause 5.1 is not capable of being transmitted or down-loaded. RHM Telecommunications Limited. shall not however be obligated to take or consider whether it should take any such action. RHM Telecommunications Limited. shall inform the CUSTOMER of any such action and the reasons for the same.

5.3 Customer-Only Traffic. The right to use the SERVICE is limited to the CUSTOMER, and those members of its staff and others engaged by the CUSTOMER to perform work for the CUSTOMER.

5.4 International Bandwidth. The CUSTOMER acknowledges that RHM Telecommunications Limited has no direct control over the availability of bandwidth over the entirety of the Internet and that while it will use such endeavours as RHM Telecommunications Limited., in its absolute discretion deems appropriate to facilitate the SERVICE at all times. RHM Telecommunications Limited. shall not be responsible for delays caused by overuse or lack of such bandwidth.

5.5 ACCEPTABLE USE POLICY. RHM Telecommunications Limited reserves the right to make reasonable amendments to the ACCEPTABLE USE POLICY from time to time, effective upon notice to the CUSTOMER of such changes via our web site found at www.rhmtelecom.com.

 

  1. Customer Equipment and Network

6.1 The CUSTOMER agrees that from the START DATE, it will have available all necessary CUSTOMER equipment for which it is responsible, to allow effective installation and continuation of the SERVICE.

6.2 It is the sole responsibility of the CUSTOMER and not RHM Telecommunications Limited to provide security with respect to the CUSTOMER’s facilities or the facilities of others. The CUSTOMER shall be solely responsible for maintaining user access security and network access.

6.3 Planned outages.  All work for the purpose maintenance or support as part of Planned Outages will take place outside Business Hours. Planned Outages will be notified to you wherever possible on 5 days prior notice unless otherwise agreed.

6.4 RHM Telecommunications Limited will route IP addresses that were previously assigned to the CUSTOMER only if those addresses were assigned to the CUSTOMER directly and not through another Internet Service Provider. RHM Telecommunications Limited will not be held responsible if other Internet Service Providers refuse to accept these addresses. RHM Telecommunications Limited shall assign new or additional TCP/IP addresses as requested by the CUSTOMER upon being provided with satisfactory documentation justifying the need for those addresses. The documentation must be in accordance with the policies set forth by RIPE. In certain circumstances, it may be necessary for TCP/IP addresses to be approved by RIPE, and in such cases those addresses are only assigned for the duration of the SERVICE and become invalid at such time as RHM Telecommunications Limited no longer provides the SERVICE to the CUSTOMER. RHM Telecommunications Limited shall not be responsible for any decision made by RIPE. When RHM Telecommunications Limited assigns addresses to the CUSTOMER, a temporary extension (usually thirty (30) days after the end of the SERVICE) may be granted at RHM Telecommunications Limited’s sole discretion. After termination or after such period (if any) those TCP/IP addresses may be reassigned to other customers by RHM Telecommunications Limited. If the CUSTOMER wishes to apply for addresses that will subsist beyond the duration of the SERVICE, it must do so directly to RIPE. Any decision by RIPE or by another Internet Service Provider relating to TCP/IP addresses is the responsibility of RIPE or of that other Internet Service Provider and RHM Telecommunications Limited accepts no responsibility for such decision.

  1. Service Pricing

7.1 Service Pricing. The CUSTOMER shall pay fees to RHM Telecommunications Limited as specified on the SERVICE APPLICATION FORM / SERVICE ORDER SUMMARY FORM /CUSTOMER ORDER FORM. Such fees may be varied by RHM Telecommunications Limited from time to time with the prior agreement of the CUSTOMER. RHM Telecommunications Limited agrees not to increase the prices it charges, other than those charges that are variable and dependent on wholesale call charge rates to the CUSTOMER during the INITIAL TERM. The customer acknowledges that it has read and agreed the fees on the SERVICE ORDER FORM. All fees are exclusive of any applicable VAT which are chargeable in addition at the then current rate.

7.2 Initial Commitment. Upon execution of this AGREEMENT, the CUSTOMER’s fees shall include without limitation the following (save where otherwise specified):

(1) RHM Telecommunications Limited’s set up fee(s), upgrade fee(s) (as applicable) (payable with order);

(2) RHM Telecommunications Limited’s service fees for the INITIAL TERM (including any options selected by the CUSTOMER on the SERVICE ORDER FORM); and payable in increments as specified on the ORDER FORM.

The fees for the INITIAL TERM whether paid or payable, are non-refundable. They are independent of the amount of traffic or systems access by the CUSTOMER.

7.3 Invoicing. RHM Telecommunications Limited. (or the AGENT on RHM Telecommunications Limited’s behalf) will invoice and the CUSTOMER shall pay RHM Telecommunications Limited’s set up fee and any other one off fees (including any options selected on the SERVICE ORDER FORM) immediately upon the execution of this AGREEMENT (at RHM Telecommunications Limited’s sole option the CUSTOMER will also pay the fee for the first billing period upon execution of the AGREEMENT) and shall pay the fee for the first billing period of the service immediately upon the START DATE, subject to satisfactory credit checking results. Should the CUSTOMER fail the RHM Telecommunications Limited. credit checking procedure, the CUSTOMER shall be pro-forma invoiced immediately for RHM Telecommunications Limited’s set up fee and any other one off fees and the fee for the first billing period (including any options selected on the SERVICE ORDER FORM). The AGREEMENT will be executed upon receipt of payment in full of this pro-forma invoice.

RHM Telecommunications Limited (or the AGENT on RHM Telecommunications Limited’s behalf) will invoice subsequent periods of SERVICE separately to the CUSTOMER. Payment is due within fourteen (14) days from the date of issue of the invoice and collected via Direct Debit on the due date. Late payment of invoices will result in interest being charged at 2% above the then current Barclays Bank base rate.

 

7.4 Set Off. Notwithstanding any other provision of this AGREEMENT, RHM Telecommunications Limited shall be entitled to set-off against an amount due for payment by any entity controlled by, controlling or under common control with the CUSTOMER.

7.5 RHM Telecommunications Limited Equipment. The CUSTOMER is responsible for any RHM Telecommunications Limited equipment located at its premises and will only use the RHM Telecommunications Limited equipment and any associated software in accordance with any instructions and/or software license provided from time to time. The CUSTOMER may not add to, modify or in any way interfere with the RHM Telecommunications Limited’s equipment and RHM Telecommunications Limited will not be liable for any repairs of the RHM Telecommunications Limited’s equipment other than those arising as a result of its normal and proper use. The CUSTOMER will insure any RHM Telecommunications Limited’s equipment located on its premises from all risks equal to the full replacement value of the equipment.

  1. Termination.

8.1 For Non-payment. If any RHM Telecommunications Limited invoice remains unpaid thirty (30) days after its due date, RHM Telecommunications Limited may without further notification or prejudice to any other remedy, suspend or disable the SERVICE or, at its option, terminate this AGREEMENT.

Termination for non-payment shall not relieve the CUSTOMER of its responsibilities under this AGREEMENT, including the responsibility to pay all fees up to the date of termination.

8.2 For Default. Either party may terminate this AGREEMENT at any time if the other materially breaches this AGREEMENT and in the case of a breach capable of remedy fails to remedy the breach within thirty (30) days of a notice requiring the breach to be remedied.

8.3 Insolvency. Where one party suffers an INSOLVENCY event, then the other may, without prejudice to any other right or remedy, terminate this AGREEMENT. Where the CUSTOMER suffers an INSOLVENCY event, and this occurs during the INITIAL TERM, the CUSTOMER shall be liable for the balance of payments outstanding for the first year.

  1. Additional Service Terms.

9.1 Customer provided equipment. To enable RHM Telecommunications Limited to provide the SERVICE, the CUSTOMER agrees to abide by RHM Telecommunications Limited prior agreed recommendations and specifications regarding the existence, configuration and maintenance of equipment used by the CUSTOMER (if any), the software used by the CUSTOMER and cabling required to integrate the CUSTOMER’s host or local area network (LAN) into RHM Telecommunications Limited’s network or into the ADSL / Dedicated Internet Service. The CUSTOMER’s equipment must comply with the relevant portions of such recommendations and specifications. Such recommendations and specifications, if any, are given solely for the protection of RHM Telecommunications Limited’s equipment and not the CUSTOMER’s and the CUSTOMER may not therefore rely upon such recommendations and specifications in the design, maintenance or service of the CUSTOMER’s equipment or system.

9.2 Support. RHM Telecommunications Limited’s helpdesk will provide reasonable telephone support on problems experienced by the CUSTOMER in relation to the SERVICE. Requests for advice and assistance can be sent to helpdesk@rhmtelecom.com

9.3  IP Handsets and POE data switches provided by RHM as part of the service will be supported under manufacturer’s warranty for 12 months as standard. Thereafter replacement equipment must be purchased from RHM. RHM offer a monthly option for enhanced support which would give next working business day replacement during the initial term of the contract.

  1. Use of service

10.1 The customer accepts sole liability for any material including but not restricted to, data, graphic, photo supplied to RHM Telecommunications Limited which is subject to copyright or is judged to be of an unlawful nature or is judged to be in violation of UK or international law or regulation.

10.2 The customer acknowledges that the service may only be used for lawful purposes any information including but not restricted to, graphic, image, photograph, text in violation of any UK law or regulation including but not restricted to material which is obscene, indecent, judged to be unlawful in the UK and or abroad, threatening, damaging (to include transfer of computer virus), copyright, trade secret, is prohibited whether or not the customer was aware of the content, material and or the laws pertaining to the material.

10.3 The purpose of the services provided to you the customer by RHM Telecommunications Limited are for the transmission of voice calls, data and accessing the internet, this means that the space provided on RHM Telecommunications Limited. Internet network must not be used as an FTP area for the transmission of demo software and other high bandwidth applications, these applications are at the discretion of the Directors of RHM Telecommunications Limited and their decision in such matters is full and final.

 

10.4 RHM Telecommunications Limited reserve the right to limit the transfer of data if such transfer of data are deemed to cause high traffic demands by way of download of files whether through the size of file and or the number of users of a particular service. The customer acknowledges their obligation to inform RHM Telecommunications Limited of the exact nature of files by size, type, content and understand that a surcharge may be levied for the additional bandwidth required to accommodate the traffic, the customer has the right under these conditions to terminate the service contract and an appropriate refund will be made which will be a percentage of the initial invoice minus admin charges.

10.5 The customer acknowledges that they shall be solely responsible for any violation of UK law with regard to the remote loading of information of any kind onto the RHM Telecommunications Limited server/computer, to view, download to and or by a third party, RHM Telecommunications Limited. will retain the right to suspend and or terminate any remote service which they deem to be in breach of UK law or is of a nature which may be damaging, threatening or judged to include but not restricted to material which is obscene, indecent, libellous, subject to copyright whether or not the customer was aware of the content or the laws or regulations pertaining to it both in the UK and Internationally.

10.6 The customer acknowledges sole liability with regard to any claim by third parties alleging any infringement of rights of any kind due to transmission of any information to view by the customer and shall include any infringement of rights under UK and International law and or regulation and as such agree to pay to RHM Telecommunications Limited any costs incurred in the defence of any action brought against them by a third party arising from such claims.

10.7 Knowledge of the Internet – The Customer agrees to obtain a basic knowledge of the Internet and its operating principles and procedures.

10.8 Improper Uses – The Customer will avoid violation of certain generally accepted guidelines on Internet usage such as restrictions on mass mailings, mass advertisements, pirating or copying of software, mail bombing or other methods of attempting to deny service or access to other users, and attempts to violate security.

10.9 Security

The Customer is required to protect the security of its Internet account and usage. The Customer’s security policies and procedures, their implementation and their connection to the Internet are the Customer’s responsibility. The Customer will treat its password as private and confidential and will not disclose or share it with any third parties. Any packet filtering services provided by RHM Telecommunications

Limited provide a base level of protection and cannot be considered to render comprehensive security of any kind. The customer is responsible for securing its own enterprise network via its own security policies and procedures.

  1. Network Infrastructure

From time to time RHM Telecommunications Limited may upgrade its network infrastructure. This may require the CUSTOMER to upgrade some of its equipment if the SERVICE is to be continued. In that event, the CUSTOMER agrees to make within thirty (30) days such reasonable upgrades to its hardware or software as RHM Telecommunications Limited technical staff may from time to time reasonably specify by written notice to the CUSTOMER. RHM Telecommunications Limited shall not be responsible for degradation of or disruption to the SERVICE if the CUSTOMER does not make the required upgrade.

  1. Limited Warranty

12.1 Subject to Clause 3, RHM Telecommunications Limited. warrants that the SERVICE will not be substantially different from any written description of the SERVICE previously supplied by RHM Telecommunications Limited to the CUSTOMER.

12.2 Responsibility. The CUSTOMER is responsible for assessing its own commercial needs, how the service relates to the CUSTOMER and how the CUSTOMER should use the SERVICE. The CUSTOMER warrants that it is familiar with services of this type and that it understands the level of service to be provided and the implications for the CUSTOMER’s own business of the choices which the CUSTOMER made when completing the SERVICE ORDER FORM. RHM Telecommunications Limited makes no warranty as to the value of the SERVICE in the CUSTOMER’s business or the results to be obtained from the use of the SERVICE.

12.3 Information. The CUSTOMER is solely responsible for the use of any information or other material obtained through the SERVICE. RHM Telecommunications Limited specifically excludes any responsibility for the accuracy or quality of any information obtained through the SERVICE, or that any other material obtained through the SERVICE may be used in any way by the CUSTOMER without infringing the rights of any third parties. The CUSTOMER further acknowledges that these matters are outside the control of RHM Telecommunications Limited.

 

  1. Limitation of Liability; Limited Liability.

Any liability arising from, including but not restricted to damages caused or allegedly caused by any failure to provide the agreed service, error, omission, interruption of service and or delay of transmission of service, loss of electronically stored information due to, theft, fire, destruction, or by means of unauthorised access to electronic information stored on RHM Telecommunications Limited  equipment or third party providers utilised By RHM Telecommunications Limited, shall be restricted to a maximum 50% of the amount paid by the customer for the service/s provided by RHM Telecommunications Limited or agent of RHM Telecommunications Limited minus administration costs.

  1. Liability

14.1 You agree that, in view of their nature, your use of the Services is at your sole risk. Whilst we will endeavour to ensure that the Services are of a high quality, neither we nor any of our agents, contractors, licensees, employees or information providers involved in providing the Services, give any guarantee that the Services will be uninterrupted or free from error. Where necessary for commercial, technical, or other reasons:

(a) a network or service provider connected to the Services may suspend or terminate its connection to the Services; and

(b) the Services may suspend or terminate their connection to another network or service provider.

14.2 You agree that any such suspension or termination referred to above will not constitute a breach by us of the Agreement and that the Services are provided on an “as is” basis without guarantee of any kind.

14.3 You further agree that we will not be held liable for any costs, expenses, losses, damages or other liabilities (howsoever arising) which you may incur as a result of a suspension of the Services in accordance with Clause 3.6(a) above.

14.4 You acknowledge that the Internet is separate from the Services and that use of the Internet is at your own risk and subject to any applicable Laws. We have no responsibility for any goods, services, information, software, or other materials which you may obtain from a third party when using the Internet.

14.5 Neither we, nor any of our agents, contractors, licensees, employees and information providers, involved in providing the Services, are able to control the content of the Internet. You, therefore, agree that we shall not be held responsible for the publication, transmission, or reception of any defamatory material or information of any kind, other than information which is inserted by us. You specifically acknowledge that we have given no warranties as to the quality, content, or accuracy of information received through, or as a result of the use of, the Services.

14.6 You agree and acknowledge: (a) that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the Equipment and/or the Services and/or any other service provided to you under the Agreement; (b) that we cannot adequately insure our potential liability to you; and (c) that the sums payable by you under the Agreement have been calculated on the basis that we shall exclude liability in accordance with the Agreement.

14.7 In no circumstances whatsoever will we be liable to you (whether in contract, or for breach of duty, or negligence or otherwise) for any indirect, incidental or special loss or damage or any loss of business or of contracts, profit, opportunity, goodwill, reputation, or anticipated savings, or for any loss or corruption of data which arises out of or in connection with any use of, or inability to use, the Services and/or the Equipment.

14.8 In any event:

(a) Our liability to you for any failure of the Services or other event in any Minimum Cancellation Notice Period shall not exceed 50% of the Charges payable in respect of such Minimum

Cancellation Notice Period.

(b) Our aggregate liability to you of any sort (including for breach of contract and negligence) in connection with this Agreement shall not exceed the amount of Charges paid by you to us in accordance with this Agreement.

14.9 Nothing in this Agreement will limit our liability under Part I of the Consumer Protection Act 1987 or for death or personal injury caused by our negligence. The headings in these conditions are intended for reference only and shall not affect their construction.

 

  1.   Definition of RHM Telecommunications Limited’s Responsibility

15.1 Connection – RHM Telecommunications Limited provides the Customer with a connection to the Internet through its equipment and facilities. Information which passes to or from the Customer over the Internet passes through equipment and facilities which RHM Telecommunications Limited does not own and has no control over. RHM Telecommunications Limited does not provide, exchange or monitor data or information on the Internet. Thus, it follows that: Content – Other than “packet filtering” at the customer’s request on an RHM Telecommunications Limited provided router or firewall, which will deny entry to unregistered, addressed packets, RHM Telecommunications Limited does not check, scan or verify content of information and data transmitted on the Internet. RHM Telecommunications Limited does not make judgments with regard to appropriateness of material for transmission, or guarantee the nature, content, truth, accuracy or reliability of such material.

15.2 Security – RHM Telecommunications Limited does not warrant or guarantee the security or confidentiality of any such information or data.

15.3 Opinions – RHM Telecommunications Limited takes no opinion and expresses no views on the nature or content of any such information or data. Without prejudice to the express warranties contained in clause 14 above and to the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or otherwise by general law into this AGREEMENT or relating to the SERVICE are hereby excluded.

15.4 The following provisions in this clause 15 set out RHM Telecommunications Limited’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the CUSTOMER in respect of:

15.4.1 a breach of RHM Telecommunications Limited’s contractual obligations;

15.14.2 a tortuous act or omission for which RHM Telecommunications Limited. is liable;

15.4.3 an action arising out of a misrepresentation by or on behalf of RHM Telecommunications Limited; arising in connection with the performance of this AGREEMENT or out of an act done or omission made as a consequence of the entry into by RHM Telecommunications Limited of this AGREEMENT.

15.5 Subject to clauses 15.6 and 15.7, the total liability which RHM Telecommunications Limited shall owe to the CUSTOMER and in respect of all claims shall not exceed the then current annual fee for the SERVICE.

15.6 The CUSTOMER acknowledges that the RHM Telecommunications Limited network has not been designed for use in circumstances where its failure could cause pure economic loss, loss of profit, loss of business or like loss.

15.7 RHM Telecommunications Limited. shall in no circumstances be liable to the CUSTOMER, whether in tort or otherwise, for loss, whether direct or indirect, of business, revenues, profits, anticipated savings or wasted expenditure or for any indirect or consequential loss whatsoever, or for the acts or omissions of other providers of telecommunications services or for faults or failures in their apparatus.

15.8 RHM Telecommunications Limited. shall in no circumstances (whether before or after termination of this AGREEMENT) be liable to the CUSTOMER for any loss of or corruption to data or programs held or used by or on behalf of the CUSTOMER and the CUSTOMER shall at all times keep adequate backup copies of the data and programs held or used by or on behalf of the CUSTOMER.

15.9 Notwithstanding anything to the contrary herein contained RHM Telecommunications Limited’s liability to the CUSTOMER for:

15.9.1 death or personal injury resulting from the negligence of RHM Telecommunications Limited or its employees, agents or subcontractors;

15.9.2 damage suffered by the CUSTOMER as a result of a breach by RHM Telecommunications Limited of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and

15.10 The exclusions from and limitations of liability set out in this clause 15 shall be considered severable. The validity or unenforceability of any one clause, sub-clause, paragraph or sub paragraph of this clause 16 shall not affect the validity or enforceability of any other part of this clause 15.

15.11 The provisions of this clause 15 shall survive the termination of the whole or a part of this AGREEMENT.

  1. Unauthorised use of the Services by Third Parties

16.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

 

16.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) Maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

 (c) maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.

16.3 Without limiting clause 16.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

  • Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
  • Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
  • Delete/change passwords for ex-employees
  • Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
  • DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
  • Secure the system physically, site it in a secure comms room and restrict access to that area
  • Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
  • Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
  • Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
  • Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
  • Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg PC Anywhere) for possible holes.
  • Check firewall logs weekly
  • If relevant set access PIN on smartphones that will use VOIP
  • Limit VOIP registrations to office network
  • For SIP systems, set credit limits per phone per day

16.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

  • For SIP trunks set usage limits per day and per week at carrier level
  • Barr all premium rate calls at line, carrier and telephone system level
  • Barr all international calls line, carrier and telephone system level

16.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 16.5.

16.6  RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 16.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 16.5.

 

16.7 Where RHM has the right to suspend or terminate the Services under clause 16.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 16.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 16.4 , RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

  1. General Terms

17.1 Breaching of these terms and conditions in any form will allow the Director of RHM Telecommunications Limited. to terminate the contract between you the customer and the company trading as RHM Telecommunications Limited., monies outstanding or owed to either parties will be decided by the Directors of RHM Telecommunications Limited and their decision in such matters will be full and final.

17.2 Use of RHM Telecommunications Limited. services and goods including domain names constitutes acceptance of these terms and conditions. All services provided are stipulated on this invoice, if any additions advertised or inferred by RHM Telecommunications Limited or an agent of RHM Telecommunications Limited. do not appear in writing on this invoice then RHM Telecommunications Limited must be informed in writing by you the customer within 14 days.

17.3 Assignment. The CUSTOMER cannot sell, transfer or assign its rights or obligations under this AGREEMENT without the written consent of RHM Telecommunications Limited. No such assignment, even if consented to, shall relieve the other party of its obligations under this AGREEMENT prior to the date of such assignment.

17.4 Waiver. The waiver or failure of either party to exercise any right provided for in this AGREEMENT shall not be deemed a waiver of that or any other right in this AGREEMENT.

17.5 Invalidity. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this AGREEMENT will remain in full force and effect.

17.6 Whole Agreement. This AGREEMENT, together with any document expressly referred to in any of its terms especially the RHM Telecommunications Limited Master Services Agreement, contains the entire AGREEMENT between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information or e-mail given by any party shall alter the interpretation of this AGREEMENT. The CUSTOMER confirms that, in agreeing to enter into this AGREEMENT, it has not relied on any representation save insofar as the same has expressly in this AGREEMENT been made a representation and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this AGREEMENT save the agreement of the CUSTOMER contained in this Clause shall not apply in respect of any fraudulent or negligent misrepresentation whether or not the same has become a term of this AGREEMENT.

17.7 Notices. Notices sent pursuant to this AGREEMENT shall be in writing and may be delivered by hand or sent by post or faxed with hard copy confirmation by post to the recipient at its address shown on the SERVICE ORDER FORM or at such other address as may be notified in accordance with this clause or, in the case of a company, to its registered office. Notices hand delivered or faxed shall be deemed received on delivery and those posted on the second working day after they are posted.

17.8 Headings. The headings shall be disregarded in construing this AGREEMENT.

17.9 Law. This AGREEMENT shall be governed by English Law. The parties submit to the non exclusive jurisdiction of the English courts.

17.10 Capacity. Both parties acknowledge that they have read and understood this AGREEMENT and agree to be bound by its terms.

17.11 Representations. The parties acknowledge that in entering into this AGREEMENT they have not relied upon any representations other than those reduced to writing in this AGREEMENT. The provisions of this clause 16.9 shall not apply in the case of any fraudulent misrepresentation.

17.12 Force Majeure. Neither party shall be liable for any breach of this AGREEMENT due to any cause beyond its reasonable control (save obligation in respect of the payment of monies) including but not limited to Acts of God, inclement weather, flood, lightening or fire, industrial action, act or omission of government, or other competent authority, riot, war or act or omission of any other party for whom that party is not responsible (“an event of FORCE MAJEURE”).

 

17.13 Data Protection. The CUSTOMER hereby consents that any CUSTOMER information (“Data”) collected by RHM Telecommunications Limited in the fulfilment of this AGREEMENT (including but not limited to Data collected during order processing, delivery, installation, support and maintenance of the SERVICE) may for the purposes of fulfilling the contract be processed by RHM Telecommunications Limited. its provisioning entities affiliates and agents both within and outside the European Economic Area, and outside the country or countries where the Data is collected. These Terms and Conditions are susceptible to be changed / modified without notice. Schedule 1 Acceptable Use Policy Specific to Hosted Telephony / Hosted PBX / UC IPPBX /SIP Calling The CUSTOMER acknowledges that RHM Telecommunications Limited. provides the telecommunications network facilities underlying the SERVICE/s provided. The use of RHM Telecommunications Limited’s or its Carriers telecommunications network facilities is subject to the following terms, breach of which may result in suspension or termination of the end-user’s right to use the SERVICE:-

  1. The RHM Telecommunications Limited network may only be used for lawful purposes. Transmission of any material through the RHM Telecommunications Limited network, or use of any part of it, in violation of any UK law or regulation is prohibited. Such prohibited transmission might include, but is not limited to: copyright material, material legally judged to be threatening or obscene, material protected by trade secret, whether or not the end user was aware of the content of the material or of the relevant law.
  2. The CUSTOMER shall be issued with a password to access the services and shall take all reasonable steps to keep such password private and confidential, and ensure that it does not become known to other persons. If the password becomes known to any other person the CUSTOMER will immediately inform RHM Telecommunications Limited and the password shall be changed immediately be changed. The CUSTOMER shall not knowingly use the service for transmission of computer viruses, for transmission of any material which is defamatory, offensive or abusive or of an obscene or menacing character, or which may cause annoyance, inconvenience or needless anxiety, or for the posting of any such material to bulletin boards or newsgroups in a manner which constitutes a violation or infringement of the rights of any person, firm
  3. The RHM Telecommunications Limited network may be used by the CUSTOMER to access other networks world-wide and the end user agrees to conform to any acceptable use policies of RHM Telecommunications Limited and any such other networks. In addition the CUSTOMER undertakes to conform to any published Internet protocols and standards. In the event that communications by CUSTOMER do not conform to these standards, or if the CUSTOMER makes profligate use other than in accordance with this AGREEMENT of the RHM Telecommunications Limited network to detriment of RHM Telecommunications Limited, or, other RHM Telecommunications Limited customers, RHM Telecommunications Limited. reserves the right to restrict passage of the CUSTOMER communications until the CUSTOMER complies with such standards or protocol or provides undertakings acceptable to RHM Telecommunications Limited. in respect of the CUSTOMER’s future use. In the provision that the end user is in breach of any provision of this schedule, RHM Telecommunications Limited shall be entitled to suspend services forthwith without notice.

 

Schedule 1

Emergency Services

Important information regarding Emergency Services 999 / 112 access

Specific Conditions on the Provision of Telephony Services and Emergency Calls forming part of the terms and conditions for the provision of Hosted PBX, Internet Telephony Services.

Emergency Call Access

Emergency Calls Access shall only be supplied as per these terms and conditions and shall only apply, where you have elected to take Emergency Call Access. We shall use reasonable endeavours to convey Emergency Calls in accordance with these terms.

Subject to the provisions of these terms, RHM Telecommunications Limited and its carriers shall convey Emergency Calls to one of the relevant Carrier Emergency Centres and, if the geographic location of the Emergency Call can be sufficiently identified, hand over such Calls to an Emergency Services Organisation. This service shall only be available for access where the Emergency call originates from a calling party located in the UK having a telephone number conforming to the National Telephone Numbering Plan, and being either from a geographic number range or from non-geographic number ranges 055,056, 03 or 08.

 

Your Obligations

You shall provide to RHM Telecommunications Limited or its carriers for the use of Carrier operators and Emergency Organisations, a non-mobile telephone contact number, manned 24/7, (i) for the provision/confirmation of your name and address details and (ii) for the tracing of the originated Emergency Call in order to identify the caller’s location (where such tracing is technically possible). By purchasing our Telephony Services / hosted PBX you confirm that you understand that our services: may sometimes be unavailable as a result of things over which we have no control, for example, the weather, power disruptions and failures of your internet service provider (ISP) or ADSL broadband connection and you understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable; For each RHM Telecommunications Limited Hosted PBX extension or trunk that you utilise, you must register with RHM Telecommunications Limited the physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the RHM Telecommunications Limited services. It is your responsibility to maintain the accuracy of your location address via your online account if there are any changes or via RHM Telecommunications Limited customer support if you prefer. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information. Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event that you hang up. You agree to inform potential users of the Services of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.

If RHM Telecommunications Limited suspends or terminates the Service You may NOT be able to dial 999/112. In the event that you do not have any remaining credit on your RHM Telecommunications Limited account, you will still be able to make 999/112 calls.

Emergency calls outside of the United Kingdom however, if you use your RHM Telecommunications Limited Networks Hosted PBX Service outside of England, Wales, Scotland and Northern Ireland, you will not be able to call emergency services in the country where you are located.

Update your 999/112 Emergency Response Address

Your RHM Telecommunications Limited Hosted PBX service is portable so it is important that you register

 

Need more information or advice? Call us now 0345 136 60 60

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