Terms & Conditions
1. DEFINITIONS AND EFFECT OF CONDITIONS:
| a) |
The company means CelcomsLTD. |
| b) |
These conditions shall apply to and be
incorporated into every agreement between the company and any person, firm or
company (.the customer.) under which the company supplies goods or services at
the request of the customer. |
| c) |
These conditions shall take precedence over any
conditions of the customer and shall not be varied without the written consent
of a Director of the company. |
| d) |
References to .goods. includes the supply of any
services to be supplied by the company to the customer. |
| e) |
.Agreement. means the agreement between the
company and the customer for the sale of goods and/or the supply of
services. |
| f) |
Nothing in these conditions will affect any of
the customers. statutory rights as a consumer under the .Sale of Goods Act
1979. ( as amended at any time) or any other applicable legislation and to the
extent that the customer enters into the agreement as a consumer it will be a
consumer contract under these conditions. |
2. DELIVERY
| a) |
Any delivery dates quoted whether verbally or
otherwise are estimates only and in regard to any such date time shall not be
of the essence. |
| b) |
Delivery of the goods to the customer.s address
or any other place stipulated by him shall constitute delivery and the risk
therein shall pass upon such delivery to the customer. |
| c) |
The company shall be entitled to make partial
deliveries by instalments and these conditions shall apply to each partial
delivery. |
| d) |
The company shall not be held responsible for
delays caused by data carriers or telephone companies providing local loops,
nor for delays caused by the customer or the management of the customer.s
premises, nor for other factors outside of the company.s control. Order
processing will commence and delivery time will be reckoned from the date of
receipt of initial payment from the customer. |
3. FRUSTATION etc (Force Majeure)
| a) |
The company will not be deemed to be in breach of
any of its obligations under the agreement or otherwise be liable to the
customer due to any delay in performing or any failure to perform any such
obligations by reason of any cause or event beyond the company.s control
(including without limitation breakdown of plant machinery, strike or
industrial dispute, shortage of materials or failure of or delay in receiving
supplies, act of war (whether declared or not), Act of God, inclement weather,
fire, or any law regulation of any government or any local or municipal
authority, any failure or delay in providing any or defect in or fault relating
to any telephone line or lease-line or other work supplied or to be supplied by
any third party in connection with the agreement. If any such events continues
for more than 28 days the company may terminate the agreement forthwith by
written notice to the customer without prejudice to the accrued rights of
either party. |
4. PRICE
| a) |
Unless otherwise stated any prices quoted by the
company or payable to the company under the agreement are:
- Exclusive of value added tax and any other
taxes
- Exclusive of carriage, packing and
insurance
- Exclusive of any release certificates and the
company shall charge extra in respect of the above items
- pounds sterling.
|
| b) |
Prices are those prevailing at the time the order
form was signed or as otherwise provided in the agreement. |
| c) |
Where agreed call offs are not adhered to by the
Buyer, the company reserves the right to amend the price structure in
accordance with the quantities delivered. |
5. PAYMENT
| a) |
All payments will be made in advance of receiving
services. If any services are to be paid for monthly, the customer must
complete for the duration of the agreement a direct debit or standing order
form or credit card authorisation in our favour in respect of those
payments. |
| b) |
The company may suspend the provision of any of
the services without notice if any sum payable by the customer is relation to
the agreement is not paid on the due date for payment except to the extent that
in the case of a consumer contract that results from the customer lawfully
offsetting against that sum an amount equal to any sum owed by the company to
the customer for any breach of the agreement or the customer persists in using
the service other than in accordance with the agreement after notice from that
company requiring him to comply with acceptable use policies (which are
available on the Internet) or the customer fails to perform any of its
obligations under the agreement. This will not relieve the customer of the
obligation to pay the agreed amount for the entire period of service or any
other obligation to the company. |
| c) |
Where payment of any sum payable under the
agreement which is not paid by the customer by the due date the customer shall
pay interest on any unpaid amounts calculated at 3% above Barclays Bank plc's
base rate for the time being in force and on a daily basis. |
| d) |
No cash or other discount is allowed unless
agreed in writing. |
| e) |
If the company is able to deliver some of the
items/service subject of the agreement but unable to deliver all the
items/service due to causes beyond its control (including but not limited to
the examples referred to in condition 3 hereof ) the customer shall pay for
such items/services as delivered. |
6. TELEPHONED ORDERS
| a) |
The customer agrees to send to the company a
written order in confirmation of any telephoned orders duly marked with any
confirmation reference given by the company otherwise the company cannot accept
liability for any duplication of delivery that may occur. |
7. TITLE OF GOODS
| a) |
Immediately upon delivery to the customer of any
goods agreed to be sold by the company to the customer, the customer shall
become the bailee thereof and the legal title thereto shall be retained by the
company as bailor. Notwithstanding the delivery and the passing of risk, the
legal beneficial ownership of the goods will remain with the company until the
company has received payment in full of:
- all sums payable to the company in relation to
the agreement, and
- all other sums payable by the customer to the
company, when the sums referred to in (i.) are paid, in respect of the supply
of any other goods or service.
|
| b) |
Notwithstanding the terms of (a.) above the
customer shall be entitled before discharging its obligation to the company to
resell the goods or any of them. Upon such re-sale and without derogating from
the company's other remedies (including its right to trace) the customer shall
hold the proceeds of sale upon trust in a separate account first for the
company for an amount equivalent to all sums owed by the customer to the
company in relation to the agreement (and all other monies payable by the
customer to the company, when those sums are paid, for the supply of any other
goods or services). The customer will pay that amount forthwith to the company
and will hold any balance in trust for the customer. |
| c) |
Title of goods supplied under a rental arrangement
remains with the company. The customer must make adequate insurance
arrangements to cover such goods for loss or damage howsoever caused. Such
goods must be surrendered to the company immediately upon termination of
contract. |
8. DRAWINGS
| a) |
All drawings, descriptive weights, dimensions and
the descriptions and illustrations contained in the sales literature and price
lists are approximate only and do not form part of this Agreement. In addition,
drawings or other technical documents issued either before or after the
conclusion of the agreement for the use or information of the customer and such
other information of the customer and as may be supplied to the customer,
including specifications shall not be copied, reproduced or communicated to any
third party without the company's prior written consent. |
9. LOSS OR DAMAGE IN TRANSIT
| a) |
The company will not be responsible for damage to
any of the goods or loss of the goods or part thereof in transit unless the
customer gives written notice of a claim to the company and to the carrier.
- in the case of damage within 3 days after
having received the goods and
- in the case of loss or shortage within 3 days
of the date of delivery of the goods under the relevant consignment.
|
| b) |
The customer will be asked to sign a copy of the
company's carriers delivery manifest as acknowledgement of receipt of goods.
The customer should inspect the goods carefully, as an unqualified signature
shall be deemed to signify the customer's acceptance that the goods are in good
condition. |
10. GUARANTEE
| a) |
If within 12 calendar months of there being
delivered any defect in the goods is discovered which is directly due to faulty
materials or workmanship, or if a valid claim is made by the customer under
Condition 9 (a) (i) hereof, the company will at its option remedy the defect or
damage by replacement or repair or give credit to the customer. |
| b) |
- it will not apply to any defect or damage
resulting from any alteration or modification to the goods without the
company's prior written consent, incorrect storage, normal wear and tear,
overloading, misuse, abnormal conditions of use, incorrect installation by
anyone other than the company, maintenance or repair not carried out by the
company, use which is not in accordance with the company's or the
manufacturer's instructions, any act or omission of the customer or any third
party or any fault in any other goods or equipment.
- the customer must complete and return the
company's Returns Authorisation form in relation to any such defect or damage.
If it appears to the company from the information in the completed form that
such defect or damage is covered by the guarantee, a Returns Authorisation
number (RMA Number) will be issued confirming that the goods concerned may be
returned subject to verification by the company, after inspection of the goods.
RMA numbers are valid for 28 days from the date of issue, and if the goods are
not returned during that period, a new RMA number must be requested.
- allegedly defect or damaged goods must be
returned to the company carriage paid at its address stated overleaf, with
their original packing and, where applicable, all related manuals and
accessories as well as a copy of the completed Returns Authorisation form and a
valid RMA number, clearly marked on the outside of the packaging. If any are
without a valid RMA number, delivery will be refused. Reasonable carriage costs
of returning by road or rail defective goods covered by the warranty under a
consumer contract will be reimbursed.
- if the customer makes any claim in relation to
any goods failing outside the terms of the guarantee the company may charge the
customer for inspection an No Fault Found charges in accordance with the
charges set out on the company's Returns Authorisation form which is available
on request. The customer must collect any returned goods within 5 days of
notification that they are not covered by the guarantee or on written
instructions from the customer the company will dispose of the goods. Failure
to do so will result in the customer having to pay storage charges of
£2.00 plus VAT per unit for each day or part of a day from the end of
that period until collection.
- the guarantee will apply to goods replaced or
repaired under the guarantee for the balance of the original guarantee
period
- unless the company otherwise decides, credit
will only be given if the customer notifies the company of the alleged defect
or damage within 3 days of the customer's receipt of the goods.
|
11. EXCLUSION OF LIABILITY
| a) |
Except where provided otherwise in these
conditions, the company shall be under no liability of whatsoever kind however
caused, whether or not due to negligence or willful default of the company or
its servants or agents arising out of or in connection with the goods or
service. All conditions, warranties or other terms, whether express or implied,
statutory or otherwise, except with regard to the company's title to the goods
are hereby expressly excluded providing that nothing in this paragraph shall
exclude or restrict any liability of the company for death or personal injury
resulting from the negligence of the company or its servants or agents, and
this sub paragraph (a) will not apply to a consumer contract. |
| b) |
In any event, the company liability shall be
limited to direct loss and shall not include indirect or consequential
loss. |
| c) |
The company shall not be liable for the loss or
damage to software programmes during the repair or upgrade of any goods,
whether or not the same are under warranty. |
| d) |
Given the nature of the Internet, it is
impossible to guarantee the bandwidth available between the company's customer
and another site elsewhere on the Internet. This depends upon the bandwidth at
the other site and the bandwidth available on the various circuits over which
traffic between the customer and other site passes. |
| e) |
It is impossible to guarantee connectivity to any
particular part of the global Internet at any time, but the company will
endeavour to increase internal connectivity and continuously improve network
resilience and connectivity. |
| f) |
The company is not responsible for the security
of customers equipment connected to the Internet, nor for any direct or
indirect damage caused by or through connections to the Internet. |
| g) |
The company's services may not be used for
criminal or other illegal purposes, nor for any purpose, which violates
established practice or protocol on the Internet, nor for the purposes, which
make unacceptable use of the network resources. All of the following are
considered unacceptable: the transmission of computer viruses or pornography,
forgery of addresses or other fields in IP packets: unauthorised access to the
network management equipment of the company's or other Internet providers:
unauthorised transmission of copyrighted material; mail bombing; mass mailing
of unsolicited advertising material; the transmission of video or live audio;
and the use of IP multicast (unless authorized by the company) |
| h) |
If the company supplies the customer with a
router or other customer premises equipment (CPE) service begins when the
company can communicate with CPE over the private circuit provided. If the
company is not supplying the CPE, service begins either when the customer's CPE
can communicate with equipment over the private circuit provided or when the
company's engineers have communicated from the customer's premises over the
private circuit using standard test equipment whichever comes earlier. |
| i) |
The customer shall be responsible for insuring
any of its equipment stored at the company's premises and any customer premises
equipment (CPE) against any and all risks (including but not limited to fire,
theft and flood) and for obtaining such other insurance cover as the customer
in its sole discretion may consider appropriate. |
12. RETURNED GOODS AND CANCELLATIONS
| a) |
The customer shall not return any goods (except in
accordance with Condition 10) or cancel any orders without the company's
previous written consent. Such consent will not be given where goods have been
specifically purchased by the company to meet the customer's requirements. If
the company in its discretion gives consent, it reserves the right to make a
cancellation charge of 25% (or such higher percentage as may be notified to the
customer before or when such consent is given by the company) of the contract
price of the goods plus VAT. |
13. COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL
PROPERTY RIGHTS
| a) |
The customer acknowledges that rights in respect
of trade marks, trade names, copyrights, patents and other intellectual
property rights connected with the goods do not pass to the customer. |
| b) |
The customer agrees to indemnify the company
against all liabilities, costs and expenses which the company may incur as a
result of work done in accordance with the customer's specifications which
involve infringement of any patent or other proprietary right. |
14. SUBCONTRACTING
| a) |
The company reserves the right to sub-contract
any part of any work or supply of any goods or services. The customer cannot
sub let space without prior written consent. |
15. CONSTRUCTION AND USE
| a) |
The company shall not be responsible for adapting
or modifying any goods/services to conform to statutory requirements not
current at the time when the agreement is entered into. |
16. HEADINGS
| a) |
The headings of these conditions are for
convenience only and shall have no effect on the interpretation thereof. |
17. TERMINATION
| a) |
The company shall be entitled by notice in writing
to terminate the agreement without prejudice to any claim or right the company
may otherwise make or exercise where
- the customer is in breach of any term,
condition or provision of the agreement or required by law.
- the customer shall go into liquidation (except
for the purpose of reconstruction) or if any petition or resolution to wind up
the customer shall be presented or if a receiver is appointed of the customer's
undertake property of assets or if a distress shall be levied upon any of the
customer's property, or if the customer shall commit any act of
bankruptcy.
The customer subscribes to the company's service
upon signing the company's order form, or where such form is not signed from
the date that the customer places a telephone order or other order for service.
These Terms and Conditions are a part of the contract between the customer and
the company. The agreement will continue for a minimum period of one year from
the commencement of service and will automatically continue for successive one
year periods unless or until the company or the customer (unless he is a Dial
In Account / ADSL) gives not less than three month's written notice of
termination to the other expiring at the end of the first year or any
subsequent year or (if the customer is a Dial In Account / ADSL) he or the
company gives not less than one month's written notice to the other, expiring
on or at any time after the end of the first year. |
18. JURISDICTION
| a) |
The agreement shall be governed by and construed in
accordance with English law and the Courts of England shall have jurisdiction
to hear all disputes arising in connection with the agreement. |
19. GENERAL
| a) |
This agreement cannot be assigned in whole or in
part by the customer to a third party but the company may assign all or any of
its rights or obligations in relation to this agreement. None of these
conditions can be varied without the company's written consent. The company
order form signed by the customer and these terms and conditions form the
entire agreement between the company and the customer. |
| b) |
The provisions of the agreement are severable,
and if any provision or part of it is held to be invalid or unenforceable by
any court or other body of competent jurisdiction that will not affect the
other provisions or the remainder of the relevant provision. |
20. CUSTOMER RESPONSIBILITIES
The Customer Will:-
| a) |
provide and maintain the local loop between the
customer premises and the company if this is not in the services subscribed
to: |
| b) |
notify the company promptly of any failures in
the local loop or with the company equipment installed at the customer
premises. |
| c) |
provide and maintain any computer hardware and
software required to use the company's services. |
| d) |
keep the company's customer's premises equipment
which is loaned to the customer safe from harm, make no attempt to modify or
alter in any way, and allow the company's staff to remove that equipment at the
termination of service and indemnify the company in respect of any loss or
destruction of that equipment until it is redeemed to the company. |
| e) |
comply with acceptable use policies on any
academic or research networks access via the company. |
21. SET OFF
| a) |
The company shall be entitled but not obliged at
any time to set off any sum payable by or any liability of the customer to the
company against any sum payable by or liability of the company to the customer
(in either case whether arising under the contract for the supply of the goods
or otherwise howsoever and whether any such liability is present or future,
liquidated or unliquidated and irrespective of the currency or its
denomination) and may for such purpose convert or exchange any currency. Any
exercise by the company of this right will be without prejudice to its other
rights under the contract relating to the supply of the goods. |
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