Check Communications Limited
Contract Conditions For The Supply Of Cloud Services (including Check Cloud), Line Rental, Calls, SIP, ISDN, Ethernet And/or Indirect Access Telephone Services For Business Customers.
1.1 ‘We’, ‘Us’, ‘Our’ or ‘Check Communications’ means Check Communications Ltd. 1.2 ‘You’ or ‘Your’ means the customer with whom We make this agreement (or any person or organisation that We reasonably believe is authorised to act on the customer’s behalf).
1.3 ‘BT’ means British Telecom Plc whose network we use for Our line rental services.
1.4 ‘Services’ means the products and services You have requested from Us on Your order form.
1.5 ‘Equipment’ means the Multi Line Dialler(s) (“MLD”), Smart Box(es), connectors, cables and/or other associated equipment supplied to You by Us under this agreement.
1.6 “Check Communications Network” shall mean any network used by Check Communications to carry calls on your behalf.
1.7 ‘The Telecommunications Act’ means the Telecommunications Act 1984 (including any subsequent amendments).
2. About this agreement
2.1 What this agreement covers This agreement covers the Services and the Equipment. It replaces any other oral or written agreements We have with You for the Services or Equipment. Any alterations to this agreement must be made in writing and signed by a director of Check Communications Ltd.
2.2 The Equipment All Equipment supplied under this agreement shall at all times remain Our property. You may not remove or alter any identification mark on or interfere with any Equipment nor may You hold yourself out as or infer that You have ownership interest or right in any Equipment. If You lose, damage or otherwise fail to return any Equipment upon termination of this agreement, You will have to pay Check Communications the cost of replacing any such Equipment.
2.3 Duration This agreement will start from the date We first make the Services available to You or the date of installation of the Equipment whichever is the earlier unless You have notified Us that You have not received the Equipment or that the Equipment has not been programmed. This agreement is for a minimum contract term of 60 months, unless otherwise stated. During the minimum contract term You are not entitled to use any other Service Provider or network to carry any of Your outbound call traffic.
2.4 Ending this agreement
a) You may end this agreement at any time (subject only to You having completed the agreed minimum contract term) by giving us not less than 60 days written notice and paying any outstanding line rental, standing charge(s) and call usage charges. Under these circumstances We will not make any charges for cancellation. However, You will be responsible for any costs You incur in reprogramming Your equipment, and for the cost of any calls made by You on the Check Communications network after the end of this agreement howsoever arising. The router must be returned to us within 7 days of termination, or a charge will be made for the cost of the router. If you do not provide written notice to terminate this contract as set out above, the contract will run under the same terms for an additional full minimum period.
b) Either party may end this agreement if:
I) the other breaks the terms of this agreement and, after written notice, does not remedy the breach within 14 days; or
II) the other is unable to pay its debts as stated in section S123 of the Insolvency Act 1986 (or any subsequent amendments); or
III) a liquidator (or other professional relevant to bankruptcy) is appointed to manage all or some of the others assets or operations (other than for the purpose of amalgamation or reconstruction); or
IV) the other enters into an arrangement or composition with its creditors; or
V) a court or creditor appoints a receiver, administrator, or makes a winding up or bankruptcy order against the other.
VI) Upon termination of this agreement all Services may be ceased without notice.
2.5 Check Cloud or other Cloud Phone System Services
The monthly rental cost is for a subscription for use of the telephony service only and does not include any physical SIP/IP handset. Any physical SIP/IP handset supplied is subject to only the manufacturers twelve-month warranty unless otherwise stated in this contract under ‘Call/Line Rental Charges’. The telephone service charge does not include any engineering support or fault rectification outside of normal business hours of 9am-5pm, Monday to Friday. Bank and Public holidays are also excluded from support and fault rectification. Programming requests for changes to the system are not support calls and may be deemed as new work and charged for separately in line with our standard time related price list. Any router supplied with an Ethernet or Broadband circuit remains the property of Check Communications Ltd and must be returned at your expense to us within seven days of cancelling the circuit, or a charge will be levied.
2.6 If You have chosen to have your calls recorded You must check regularly that the call recorder is working correctly and recording all calls required. Due to the secure nature of call recording and Data Protection, We cannot access your recordings, so this is Your responsibility. Inform Us immediately if calls are not being recorded so we can provide assistance. We do not take any responsibility for calls not being recorded, of calls being unavailable or corrupt by whatever means.
2.7 We are not responsible for service disruption to your cloud phone system (or access to periphery services such as Call Recording, Call Statistics or Administration Portals) due to your IT service provider, IT systems, a broadband/internet connection that you supply or security updates you implement to your computer systems.
3. The Services
3.1 We will use reasonable efforts to make the Services available but owing to the nature of telecommunications networks, it is impossible to provide a fault free service and the quality of the Services depends on both the quality of the network to which You are connected and also on other telecommunications networks to which the person You are calling is connected. It is Your responsibility (and not Ours) to ensure that Your equipment is in working order so as to enable the provision of Our Services.
3.2 In the event You request assistance from Us to programme or reprogramme any telecommunications equipment in Your possession, and We agree to provide such assistance, We shall not be liable for any loss or damage as a result of any problems arising thereafter howsoever caused.
3.3 We will use reasonable efforts to deliver and install any Equipment (or provide any new Services) on the agreed date. Any date specified shall not be a term of this agreement but an estimated date only and may be subject to a site survey. We accept no responsibility for failure to meet the agreed delivery and installation date.
3.4 We undertake to exercise reasonable care in the installation, operation and maintenance of the Equipment.
3.5 Upon notification of a fault by You, We will use reasonable efforts during normal working hours to rectify such faults provided that the fault has arisen from normal and proper use of the Equipment and Services. Where there is a network fault on any lines that we provide to You on the BT Network, we will use BT engineers to repair the fault within the timescales of your selected maintenance package. You agree to pay any charges we incur for the repair of any faults affecting Your Lines arising from Your equipment or resulting from Your negligence. In the event of a delay in repairing any network fault, Our liability to You is limited to any compensation We may receive from BT in respect of that delay.
3.6 In order to assist You in maximising Your savings from using Our Services, Your signature overleaf constitutes Our authority to act as Your agent in arranging for the transfer from BT to Us of any Line Rental services requested with this agreement and the implementation of carrier pre-selection on Your phone lines (as listed overleaf or subsequently requested by You to Us) using whichever carrier(s) We may choose from time to time, and accordingly to notify BT of such carrier(s) on Your behalf.
3.7 Check Communications does not warrant, represent, undertake or guarantee that:
3.8 A customer will not be charged by their Access Provider for the conveyance of any call; and
3.9 The Access Provider of a customer will convey any call to the Check Communications Network.
3.10 Service Levels
3.11 We do not guarantee that the Services will be continuously available to you or free from Service Failures.
3.12 All times, dates end periods given for performance of the Services are given in good faith bat without any responsibilities on our part.
3.13 Where you believe that you are experiencing a Service Failure you must immediately report this to us via the Check Communications Service Helpdesk, providing sufficient information to enable us to investigate the problem. We will log the time of receipt of all such reports.
3.14 Where we spend time investigating a fault reported by you and 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 report and you agree to pay such charges.
3.15 Our telephone network services will he provided via numerous telephone network providers and not limited to a single supplier. We may switch between alternative telephone network providers at any time in its supply of the services for you, so long as its quoted charges to you do not vary outside of the conditions of this Contract.
3.16 We may switch between telephone network suppliers if we believe this to be in the best interests of you, for example, to reduce costs, to improve service or to restore service to you in the event of the failure of an alternative network.
4. Charging and billing
4.1 We will calculate Your monthly invoice using the prices shown in Our current price list for the tariff applicable to the Services You have requested.
4.2 We reserve the right to increase or decrease Our charges and/or introduce new charges from time to time. We reserve the right to increase any of Our charges (including any necessary to reflect any increase(s) in the cost to Us of providing line rental services). We will give You at least 14 days prior notice of any price increases.
4.3 We reserve the right to make changes to these terms from time to time and/or to introduce new terms from time to time if there are changes to the law or amendments to the terms and conditions upon which We are able to obtain Services from the networks or carriers We are using or otherwise if We consider it necessary.
4.4 Please note that the charges for the Services contained in Your monthly statement will be calculated using data recorded by the carriers and networks which We use, and not from any data recorded by You. In the event of any dispute, the call data record from the carrier or network shall be deemed to be conclusive evidence of that call.
4.5 We reserve the right to charge You for all costs incurred as a result of carrying out maintenance or repair work which in Our reasonable opinion is a result of You not using the Equipment in accordance with the manufacturers or Our instructions or is as a result of damage or abuse by You, or where Your equipment requires reprogramming as a result of abuse or negligence by You.
4.6 Check Communications may set a credit limit on Your account at anytime and require a deposit if You wish the credit limit to be increased.
4.7 Unless you have requested Us to provide Line Rental services, You will still receive a regular bill from BT (or other existing carrier) for Your line rental and any calls not routed on the Check Communications Network.
5. Access to premises
You will ensure that We (or Our representatives) have access to the premises where any relevant Equipment is sited or as necessary to enable Us to arrange for any new lines requested by You to be connected to the BT network, and provide any reasonable assistance We request. All work carried out at Your premises is chargeable in accordance with our then current price list.
Please note that:
i) We normally carry out work by appointment and during normal working hours. Occasionally We may ask to work at other times to ensure We provide the best possible service. You are not obliged to provide access outside normal working hours if You do not wish to do so;
ii) if You request that We work outside normal working hours We may charge You a reasonable rate for any work We agree to carry out following any such request.
6. Using the Services
6.1 You will be responsible for the safe keeping and safe and proper use of any Equipment We have installed.
6.2 Your Check Cloud licenses provide access to (agreement dependant) a range of Check Cloud Telephone System features. Depending on the agreed and chosen license package, an access method (or combination thereof), such as a Physical Phone, Softphone or Mobile Client may also be included. We are not responsible for any technical limitation You or Your IT provider puts on using an access method.
6.3 If included as part of your license agreement, We will provide login details to various Check Cloud portals (to access features such as Call Recordings, Call Statistics or Administration facilities). We are not responsible for any technical limitation You or Your IT provider puts on using an access method to reach or use these portals.
6.4 You shall notify Us immediately of any loss or damage to the Equipment and shall indemnify Us for any such loss or damage.
6.5 You agree to:
i) use the Services and Equipment in accordance with the Telecommunications Act and any relevant licences; and;
ii) use the Services and Equipment only as a means of communications for which they are provided; and
iii) ensure Your own equipment conforms with the standards required under the Telecommunications Act, is in good working order, and safe to Our reasonable satisfaction; and
iv) inform Us of any change(s) or proposed change(s) in Your address, telephone or fax number(s).
d) You agree not to:
i) connect any attachments other than those approved for use with the Services or Equipment under the Telecommunications Act; or
ii) contravene the Telecommunications Act or any relevant licences or laws; or
iii) use the Services as means of transmitting any material that is defamatory,
offensive, or of an abusive, obscene, or menacing nature.
7. Paying Your bill
7.1 You must pay to Us the installation fee or programming fee where applicable, any monthly (or other periodic) line rental charges (billed in advance or in arrears as We shall advise), the call charges (billed after the calls are made) the Minimum Commitment (see 7.7) and any other charges incurred in respect of the Services. Installation and programming charges must be paid prior to any work being carried out by Us. All other fees and charges must be paid by You within 14 days of the date of any invoice. By signing the direct debit form overleaf You agree to pay charges in connection with the Services by direct debit and authorise Check Communications to deduct each month sufficient funds from Your nominated bank account to pay for the Services requested and/or used by You each month. In the event Our request for payment is rejected due to insufficient funds or cancellation, You will be charged a £25 administration charge on Your next monthly statement.
7.2 All charges for Our Services are set out in Our current tariff which is available from Us upon request. This may change from time to time and We shall write to You with details of any changes, or notify You of such changes on Your monthly bill.
7.3 We strongly recommend that You pay Your bill by direct debit. We will consider accepting payment by other methods but We will then charge You each month an administration fee of 3% of the value of any bill not paid by direct debit unless
We have agreed otherwise in writing.
7.4 We may charge interest calculated daily at a rate of 3% above the then current base rate of Barclays Bank plc on any amount You fail to pay by the due date whether before judgement or after until We receive payment of that amount. You agree to pay any fees or expenses reasonably incurred by Us in collecting or attempting to collect any amount owed by You.
7.5 All calls are charged in increments of 1 second and rounded up to the nearest whole 1p or to the minimum call charge if the cost of the call is below the minimum call charge.
7.6 A minimum monthly call spend of £25 applies in respect of each monthly bill We produce (“The Minimum Commitment”) unless You have selected a tariff for which a higher minimum monthly call spend is required. In the event Your total call spend with Us during any calendar month is less than the Minimum Commitment, You will be charged the amount of the Minimum Commitment for the calls You have made. Any such Minimum Commitment shall be calculated on a pro-rata basis in respect of the first and last month of this agreement.
7.7 If We have reasonable cause to believe any of Your calls are not being routed on the Check Communications network, and if We are providing line rental services, We reserve the right to increase the price We charge You for the line rental services and other standing charges by 25% with immediate effect.
7.8 VAT (where applicable) will be added to all Our charges, together with any other applicable taxes, levies or charges which may from time to time be introduced.
8. Allocation and Use of Telephone Numbers
8.1 Where we allocate you any telephone numbers or codes as part of the Services, you acknowledge that you will not acquire any legal, equitable or other rights is relation to any numbers or codes. We may on giving you notice 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. You may port numbers to us and may also port numbers to other carriers 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.
9. Changes to Services and Contract
9.1 We may at any time on 30 days written notice to you vary any of the General Terms and Conditions, the Charges or any other provisions of this Contract including the technical specification of the Services.
9.2 We shall be entitled to decrease our prices at any time, such decreases to apply to all Services provided after the date of the decrease and to be reflected in our next invoice.
10. Maintenance of Your equipment You will allow Us (or an agent authorised by Us) or arrange for Your own maintenance engineer to reprogram Your equipment if requested by Us at any time in order to enable Us to provide the Services in an efficient manner. In the event any necessary reprogramming is not carried out within 10 working days of Your being advised by Us of the need for such work to take place, We shall have the right to suspend the Services at Our sole discretion. We may charge You for any maintenance or repairs You request that We find to be unnecessary. Under these circumstances We will give You written notice that We consider the work to be unnecessary before doing it.
11. Suspending the Services
11.1 Without prejudice to Our other rights and remedies, We can suspend the provision of the Services immediately without telling You and without notice if:
i) We believe Your equipment is being used in an unauthorised way or for criminal activities; or
ii) You fail to pay any of Our proper charges when due or commit a substantive breach of this agreement; or
iii) Your credit limit is exceeded; or
iv) We are aware or have reason to believe that this agreement has been entered into fraudulently or We are satisfied that fraudulent or improper use of Your equipment is taking place; or
v) We have reason to believe that any amount due from You may not be paid; or
vi) if Your direct debit instruction is refused or cancelled; or
vii) You do anything (or allow anything to be done) which We think may damage or affect the operation of the networks; or
viii) there are reasons outside of Our control.
11.2 In the above cases this agreement does not come to an end and You are still liable for all monthly (or other periodic) charges due during any period of suspension. However, if You are unable to use all of the Services for a continuous period of 3 days because:
i) there is a technical failure of the Check Communications Network; or
ii) they are being tested, modified or maintained; or
iii) access is denied to Us. You will receive a credit against Your monthly (or other periodic) charges, which will represent that part of the monthly (or other periodic) charges relating to the period of suspension.
12. Responsibilities and jurisdiction
12.1 This agreement is governed by the laws of England where Your principal address is located in England, Wales or Northern Ireland and by Scottish law where Your principal address is located in Scotland.
12.2 We will be liable to You if Our negligence causes death or personal injury. In all other circumstances Our maximum liability in respect of any incident or series of incidents under this contract is limited to £5000 in total and We will not be liable for loss of profits or revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings You might have made.
12.3 There may be occasions when We are unable to provide the Services because of something outside Our reasonable control. We will not be liable to You if that is the case, and if You choose to use an alternative carrier or network then We will not be responsible for that carriers charges, and you will remain liable for any charges for Services from Us pursuant to this agreement.
13.1 You should use the address shown overleaf or on the last bill We sent to You (if different) as the address for any correspondence to Us. If either of us needs to send notices to the other these must be in writing and can be delivered by hand or first class post to the other’s address as stated overleaf or subsequently notified to the other. If notices are sent by post, they shall be deemed to have arrived at their destination 48 hours after posting.
13.2 We reserve the right to transfer this agreement to any third party at any time whereas You may not transfer or assign this agreement to anyone else unless We have agreed in writing beforehand.
13.3 In the event that at any time a Line Provider (eg: BT) suspends or terminates telephony Service to You, Check Communications shall have no obligation to notify You nor to continue to provide the Services in relation to that Line. Check Communications at their sole discretion may change the carrier(s) being used to route Your call traffic at any time and without notice.
13.4 Failure by either of us to enforce our rights under this agreement shall not prevent You or Us (as the case may be) from taking further action.
13.5 We may use the information held by credit reference agencies to help make credit decisions or for fraud prevention. We may disclose information about You and Your account to credit reference agencies. Such agencies can share this information with their customers. In addition, We can pass these details to other people in relation to enquiries concerning the prevention and detection of crime or the apprehension or prosecution of offenders or as may be required by law or legal proceedings, and finally, unless You tell Us otherwise, We may disclose Your name, address and mobile phone number to third parties in order for them to operate a directory service.
13.6 If You telephone Us, Your call may be monitored or recorded.
13.7 Appointments, Porting and other third part charges.
We book appointments for porting of your numbers, installations with our own engineers and with third parties such as Openreach on your behalf, on dates we have agreed with you. If you decide to change the agreed date, or fail to provide, or refuse access on any of these dates, there will be an additional charge added to your monthly bill.