The company is a supplier of Broadband, Mobile and hosted Telephony services and the client wishes that the company provide those services to it.
1.1. This agreement, unless the context otherwise requires, the following terms and expression shall carry the meaning as given below:
The Company (referred to throughout as the company, we, our or us) means Sasola Limited (registered number 6839815) whose registered office is at 16 Shorland Oaks, Priory Lane, Warfield, Berkshire RG42 2JZ, UK. (we, us, the company)
Client (referred to throughout as the client or you) means a person, company or organisation at whose application the company agrees to provide the service under the terms of this agreement.
The Contract means any contract for the sale of Goods or Services by the company to the client.
The Services means any labour or manpower providing, consultancy, installation, training, project management and other expert knowledge.
Acceptance means acceptance in accordance with clause 7 and “accepted” shall be construed accordingly;
Acceptance Criteria means the acceptance criteria specified by the client to the company in writing prior to the installation which is agreed in writing by the company (if any);
Acceptance Tests means those tests proposed by the client and agreed in writing by (“Sasola Limited”) prior to the installation jointly agreed between the parties to verify that the hardware complies with the acceptance criteria (if any);
Business Day means a day other than a Saturday, Sunday or public holiday in England;
Claims means all costs, claims, damages, losses, demands and expenses (including reasonable legal expenses);
Deliverable(s) means the hardware and the network services;
Installation means the provision of the access network, hardware and router installed by the company is not responsible for any third-party equipment such as POE switches and CAT5/6 cabling;
Fees means those fees and expenses reserved by clause 6 of this agreement;
Hardware means the equipment provided to the client under this agreement by the company, installed at the installation address and directly connected to the network services termination point and rental of all associated software licenses required to use the hardware provided by the company.
Installation Address means the address agreed in writing by the company with the client for installation of the deliverables or, as the case may be, any other premises in which for the time being the deliverables are installed with the consent of the company by the direction of the client (including in each case any pipes wires cables conduits or other conducting media serving the installation address) and which the client warrants as a continuing warranty in each case with full title guarantee may be accessed by the company its agents and contractors with or without plant for purposes of carrying out or completing the installation, maintenance or removal of the deliverables at any time without infringing the rights of any third party;
Maintenance Services means any maintenance services required to be carried out to the hardware by the company as an express written term of this agreement;
Cloud-Based Telephony Service (“CBTS”) means the provision of hardware and network services under the agreement including termination to the public switched telephone network;
Minimum Term means the period stated in the order form to run from the date of acceptance;
Network Services means all access network services delivered to the installation address by the company including all inbound and outbound call traffic or otherwise those services provided or arranged by the company from time to time to facilitate the provision of the CBTS to the installation address;
Order Form shall mean the CBTS sales order form signed by the client and forming part of this agreement detailing (inter alia) the services, hardware and rental payments forming part of the CBTS;
Price List means the company list of charges for the provision of the CBTS to the client annexed hereto or otherwise notified to the client in writing on or before the agreement date (as the same may be amended or supplemented from time to time);
Refusal Notice means a notice issued by the client identifying
Rental Agreement means the rental agreement a copy of which is attached hereto, if appropriate;
Rental Payments shall mean the sums payable for the rental of the Hardware set out in the order form, if appropriate;
Standard Fault means a fault with CBTS in which less than 20% of CBTS capacity is affected;
System Crash means a fault with CBTS in which at least 20% of CTS capacity is affected;
Service Failure means the continuous total loss of the facility to make or receive a call;
Technical Specification means the technical specification in respect of the Hardware (if any), agreed between the client and Sasola Limited on or before the agreement date;
Warranty Period means, in respect of all hardware other than Polycom VVX handset devices comprised within an installation, a period of 90 days from the acceptance (or if applicable deemed Acceptance) of the installation. Where a client has taken standard service level cover, faulty Polycom VVX IP handset devices will be covered by a replacement warranty for the period of 12 months from acceptance. Where a client has taken a managed service cover, faulty Polycom VVX handset devices will be replaced without charge for the duration of the minimum term. Damaged Polycom VVX handset devices or replacement units outside the standard cover 12-month period will be charged at the Sasola recommended retail price for the unit.
1.2 References to clauses are to clauses of this agreement.
1.3 Where any party to this agreement comprises more than one person at any time then obligations of that party hereunder shall be joint and several obligations.
1.4 We reserve the right to refuse to act for a client until (if at all) we have undertaken due diligence to fulfil our internal credit and risk obligations.
1.5 We shall confirm that email correspondence from you is authority that you agree to such communications.
1.6 If you do wish to communicate with us by e-mail, by accepting these terms you confirm that you understand the risks of doing so and you authorise us to act upon electronic instructions which have been transmitted (or appear to have been transmitted) by you
2.1 This agreement is made on (but not before) the agreement date.
3.1 Sasola Limited shall provide the CBTS to the client in consideration of which the client shall pay the fees and provide or procure the provision of reasonable access to Sasola Limited its employees, partners and contractors at the installation address (to install maintain and remove the CBTS).
3.2 Sasola Limited shall provide the CBTS;
3.3 The client acknowledges and agrees that any dates given by the company for the provision of deliverables or maintenance are estimates only. Unless expressly agreed otherwise in writing with the client, we shall not be liable to the client for any failure to meet such dates, and time shall not be of the essence for these purposes.
3.4 We shall (subject as hereinafter provided in clauses 3.5, 3.6 and 5) supply maintenance services for the network services (either remotely or by physical intervention at the option of the company) without additional cost to the client during our normal working hours 09.00 to 17.30 hours on business days. Cloud-based telephony standard service level cover will include response within 8 working hours to a fault properly reported to our technical helpdesk. Clients with cloud-based telephony standard service level cover may request additions moves and changes to the system which will be charged at £50 for up to 15 minutes or £100 per hour. Cloud PBX managed service level cover will include response within 4 working hours to a fault properly reported to the company’s technical helpdesk.
3.5 Clients with ‘managed cloud-based telephony’ may request additions moves and changes which will be made to their system free-of-charge subject to a fair use policy. Further additions, moves and changes will be charged at the company’s prevailing standard service level remote programming rates.
3.6 Unless caused by the negligent act or omission of the company, we shall not be obliged to carry out any maintenance to the hardware outside normal working hours nor where required as a result of any unauthorised act or omission or default of the client or any third party (including without limitation any failure to adhere to manufacturers’ instructions or guidelines, electrical surges or failures in the public telecommunication system, damage to the hardware caused by vibration to the CBTS housing, unauthorised refinishing or repainting or relocation or removal of the hardware) nor where arising as a result of any matter outside the reasonable control of Sasola, but any such maintenance provided by us in such circumstances shall be provided at the company rates and terms then applicable at the date when the relevant maintenance is provided.
3.7 We cannot guarantee that the CBTS will be free of faults or interruptions, timely or secure to the extent the CBTS may be affected by things beyond our control, such as (without limitation) lack of network capacity, physical obstructions or atmospheric conditions.
3.8 Where the client uses the call recording service as part of the CBTS the calls will be stored by the company and charged each month based on the storage capacity used for that month. If call recording is no longer required, it is the responsibility of the client to archive the calls to their own storage facility.
4.1 Risk in (but not title to) the deliverables comprised in the CBTS shall pass on delivery and the client will be responsible for the security, safekeeping and insurance of all deliverables from the time each item is delivered to the installation address. The client is advised to notify its insurers accordingly and agrees that you will insure and keep insured the deliverables in the full reinstatement value and provide reasonable evidence thereof on-demand and procure that the interest of the owner of the deliverables is noted on the relevant policy.
5.1 The company warrants that during the warranty period, the hardware shall comply with the technical specification.
5.2 If during the warranty period, the hardware fails to function in accordance with the technical specification, then subject to the due observance and performance of this agreement by the client and clauses 3.5 and 3.6 of this agreement, we hall repair any defects in the hardware and/or provide maintenance services in accordance with clause 3.4 at no extra charge to the client, subject always to clauses 3.5 and 3.6 or unless the defect is otherwise caused by you or any third party or unless the client has modified the hardware or any deliverable in any way or failed to adhere to the terms of the manufacturer’s instructions.
5.3 The Company’s obligations under clause 5.2 shall be the client’s sole and exclusive remedy in respect of any breach of clause 5.1. We shall have no further liability to repair any hardware after the expiry of the warranty period unless you have entered into a separate support contract with the company in respect of the hardware.
5.4 The limited warranty set out in clause 5.1 is given in lieu of all other warranties. Except as expressly set out in this agreement, any representations, warranties, terms and conditions (whether implied by law, statute, custom or otherwise) are hereby expressly excluded to the maximum extent permitted by law.
6.1 The first rental payment shall fall due within one month from the acceptance date and continue on the same date each month thereafter throughout the minimum term.
6.2 The fees shall be payable in accordance with the price list for use of the CBTS against invoices submitted by the company to the client. Our invoices shall be payable by direct debit and variable call charges will be calculated in accordance with usage recorded by call logging or recording data of the company or its service providers which data shall be final and binding upon the parties to this agreement.
6.3 The company invoices for rental payments and fees shall be payable by direct debit and prompt payment shall be an essential condition of this agreement. Where any direct debit payments are withheld because of insufficient client funds then without prejudice to the rights of the company hereunder the company reserves the right to charge a reasonable administration fee of not less than £15 plus VAT in relation to each such non-payment.
6.4 The rental payments and fees are exclusive of VAT and the client shall pay the VAT payable in respect of them in the amount and in the manner prescribed by law from time to time.
6.5 All invoices may be rendered by the company at any time and shall be payable by the client in full, without set-off, deduction, abatement or withholding on any grounds on the due date of an invoice. The Company shall be entitled to charge interest at a rate of 8% above the base rate of Barclays Bank plc on all outstanding amounts from the due date until the date payment is received, whether before or after judgment.
6.6 If we are required to obtain legal advice or debt recovery assistance or issue proceedings to recover any fees or disbursements, and where we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount is suitable for the small claims court.
6.7 The Company reserves the right to vary or increase the terms of the price list by no more than the Consumer Price Index (CPI) by giving not less than 4 weeks’ notice in writing to the client and to the fullest extent permissible by law this agreement shall remain in full force and effect following such variation or increase whether arising as a result of any ruling or instruction or levy of any competent authority or otherwise.
6.8 In the event of a dispute we are willing to consider mediation or arbitration. The cost of the proceedings, disbursements, facilities and fees to be split between the parties. However, subject to applicable arbitration legislation, the arbitrator may determine who shall be responsible for the costs of the arbitration and shall set out that determination in any award.
7.1 Shall:
7.2 provide all reasonable assistance and information with regard to the supply of the CBTS.
7.3 hereby irrevocably authorises the company to act on the client’s behalf in all dealings with the operator of any telecommunications network or system in connection with any matter that enables us to provide or to continue to provide you with the CBTS (including without limitation giving all nominations notices and authorisations to any telecommunications provider to facilitate the CBTS via that provider).
7.4 hereby consents to disclosure of all information of a confidential nature relating to the client (and authorises such disclosures pursuant to applicable data protection legislation) for the purposes of administering this agreement.
7.5 will at all times during and following termination of this agreement on demand indemnify and keep indemnified and hold harmless the company its officers, partners, agents, employees and contractors from and against all claims together with all VAT due thereon arising as a result of any breach non-observance or non-performance of this agreement by you or otherwise as a result of any act or omission of the client.
8.1 The right is reserved by the company to make variations to fees in Clause 6.
8.2 The company may vary the other terms of this agreement at any time by posting the changes on its website and, if any variation of these terms and conditions is likely to cause material detriment to the client, by giving you reasonable prior notice. We will only do this if it has a valid reason, for example, to reflect changing arrangements with any operator of any telecommunications network or system over which we provide the CBTS or changing legal, regulatory or business requirements. In the event of any such change, you shall have the right to terminate this agreement by giving us 7 days’ written notice. You agree that if you do not serve such notice within 30 days after any variation(s) to these terms and conditions has been posted on the company’s website or, in the case of a variation which is likely to cause material detriment, notified to the client, you will be bound by the agreement as varied.
9.1 Without prejudice to the accrued rights of the company hereunder (including without limitation the right to terminate this agreement on the terms hereinafter appearing) and without liability to you, we may at its discretion suspend the client’s access to the CBTS immediately:
9.2 In the event of suspension of the CBTS as aforesaid the client shall pay for and indemnify us on demand against all costs incurred in suspending and re-connecting the CBTS and shall be solely responsible for discharging any additional telecommunication costs incurred by you as a result of the suspension of the CBTS.
9.3 The client acknowledges that it has no right to cancel this agreement whether prior to or at any time following Installation. We may (but are not obliged to) accept cancellation at any time prior to installation on such written terms as the Company may at any time prior to installation in its sole discretion specify and where we so agree in writing (and without prejudice to the generality of the foregoing) you shall discharge on-demand and indemnify the company from and against the cost incurred in the provision of the hardware at the installation address.
10.1 This agreement shall commence on the agreement date and continue in full force and effect for the minimum term and shall thereafter continue in full force and effect until terminated by either party to this agreement giving to the other not less than one months’ notice in writing to that effect.
10.2 Either party may terminate this agreement immediately on giving notice in writing to the other in the event that the other is or becomes insolvent, meaning that a resolution is passed or an order is made for the winding up of the other (other than for the purpose of solvent amalgamation or reconstruction) or the other becomes subject to an administration order, or a receiver or administrative receiver is appointed or an encumbrancer takes possession of any of the other’s property, or the other suffers any analogous procedure under any foreign law.
10.3 We may terminate this agreement immediately on giving notice in writing to you in the event that:
10.4 Our agreements are based on terms of: monthly, 3-monthly, 6-monthly, yearly, 3-yearly or 5-yearly. We make our best efforts to remind you of the end of your term 6-months and 3months before it expires and monthly for the final 3 months before your contract expires.
10.5 If you fail to renew your contract services, your contract will continue onto a standard monthly-rolling contract whereby it may be terminated as per clause 10.1.
10.6 Should you take any additional packages please note that these will commence on a new contract and cannot be added to any agreement that should be in place with us.
11.1 Upon termination or expiry of this agreement for any reason:
12.1 Nothing in this agreement shall operate to limit or exclude the company’s liability for death or personal injury caused by its negligence, or for fraud.
12.2 Subject to
12.3 The company shall not be liable to the client for either:
13.1 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this agreement.
13.2 Neither party shall be liable to the other for delays caused by an event beyond that party’s reasonable control, such as (but not limited to) fire, accident, labour dispute, floods, war, insurrection, riot, terrorism, act of government, act of God.
13.3 Each party shall use all reasonable efforts to minimise the extent of any such delay. In the event that such an event lasts for more than one month, either party shall be entitled to terminate this agreement on giving notice in writing to the other.
13.4 The parties to this agreement are independent contractors. Nothing in this Agreement shall be deemed to create any form of partnership, principal-agent relationship, employer-employee relationship, or joint venture between the parties to it.
13.5 The company may assign or transfer its rights under this agreement to another party (Assignee) without consent of the client. If we assign or transfer all or any rights under this agreement you will pay all rentals and fees to the assignee without deduction, set-off or counterclaim irrespective of whether or not it is using the hardware or CBTS or for any reason whatsoever. The assignee will have no obligations to you under this agreement in relation to the CBTS described herein. We will, however, continue to remain liable to the client for the performance of CBTS and/ or the provision of the hardware.
13.6 We may without liability to the client sub-contract its obligations in whole or in part under this agreement in order duly to perform or procure the performance of the obligations of the company hereunder.
13.7 Neither party shall be deemed to have waived any provision of this agreement unless such waiver is in writing and executed by a duly authorised officer of the waiving party. No waiver by either party of any provision shall constitute a waiver of such provision on any other occasion.
13.8 The invalidity or unenforceability, in whole or in part, of any provision of this agreement shall not affect the validity or enforceability of the remainder of such provision or of any other provision of this agreement.
13.9 Clauses 4, 5, 6, 8 and 13 shall survive expiration or termination of this agreement.
13.10 This agreement together with the rental agreement if appropriate constitute the entire agreement between the client and the company relating to its subject matter to the exclusion of all other terms, and supersedes all previous arrangements, agreements, and drafts. You acknowledge that in entering into this agreement it has not relied upon any pre-contractual representation not expressly included in this agreement. We shall not have any liability in respect of any pre-contractual representation innocently or negligently made. So far as permitted by law and except in the case of fraud, you acknowledge and agree that its only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this agreement shall be for breach of terms of this agreement (to the exclusion of all other rights and remedies including those arising in tort or under statute).
13.11 Save as provided above in relation to variations by us, this agreement may not be amended unless such amendment is in writing and signed by both parties.
13.12 All notices and other communications in connection with this agreement shall be in writing. Notice shall be deemed to have been received by a party when actually received in the case of hand delivery, or five (5) days after mailing by first-class mail, postage prepaid, to such party at the address of its registered office or principal place of business. Except where specified otherwise in this agreement, notices may not be sent by email.
13.13 This agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13.14 The company agrees and declares that the CBTS complies with the relevant general conditions imposed upon us pursuant to the Communications Act 2003 as at the agreement date.
13.15 We reserve the right to charge for any accidental and/or malicious damage to any of our equipment. Charges are variable dependant on which product is on your service.
14.1 Our data controller will use your personal data for the purpose of administration, statistical analysis, assessment and analysis, marketing, credit scoring, credit checking, security vetting, host mailing, list rental, customer services, customer profiling, analysing your purchasing preferences, improving our services, etc. We may disclose your information to our service providers [and agents] for these purposes.
You have a right to request a copy of the personal data we hold about you, (for which we may charge a small fee) and to correct any inaccuracies in your information.
15.1 If for any reason you are dissatisfied with the service provided, you should first of all refer it to Ian Tyson at Suite 3a Oakmede House, Oakmede Place, Binfield, Bracknell, RG42 4JF.
15.2 A full copy of our complaints procedure is available on request.
16.1 We hold both Public Liability Insurance and Employers Liability Insurance. Policies are available upon request.
17.1 This agreement is governed by and shall be construed in accordance with English Law. Should a court rule that any clause within these terms are invalid/unenforceable this will not affect the validity of the rest of the terms, which will remain in force.
Revision Date: 11/11/2020