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Innovation Centre | The Norwich Research Park | Colney Lane | Norwich | Norfolk | NR4 7GJ
T: 0333 6006 999
TERMS AND CONDITIONS
1.
Commencement
1.1. The Contract shall begin on the
Commencement Date and shall
continue in force for the Initial Term.
1.2. If an initial term or contract term is
not displayed on the Contract or
order form, then the Initial term will
be a minimum 24 months, this will
be superseded unless in written (email, letter, facsimile) or verbal
communication (call recording) to
which the Contract or order form
refers then the written or verbal
communication will be effective.
Upon expiry of the Initial Term, the
Contract shall continue in force until
terminated by either party in
accordance with clause 16.
1.3. Each Service shall commence on
the Service Start Date.
2.
Provision of the Services
2.1. RPM shall provide, and the
Customer shall use, the Services in
accordance with these Conditions.
2.2. RPM shall exercise the reasonable
care and skill of a competent
telecommunications service provider
in the performance of its obligations
under the Contract and shall use
reasonable endeavours to supply
the Services to the Customer and to
deliver and install the Service
Equipment by any date agreed
between the parties. All dates are
estimates only and RPM shall not be
liable for any failure to provide a
Service or to install Service
Equipment by any agreed date.
2.3. RPM may carry out a Site survey
prior to commencing provision of the
Services. RPM shall notify the
Customer
of
any
additional
installation costs identified by such
survey and the Customer shall be
liable to pay to RPM, on demand,
such additional installation costs if
the Customer agrees to RPM
continuing to provide the Services.
2.4. RPM shall be entitled at any time
and without liability to modify,
expand, improve, maintain or repair
the Services or any of its systems,
wherever
located,
including
suspension of the same in whole or
in part, provided that RPM shall use
reasonable endeavours to notify the
Customer in advance and to
minimise any disruption to the
Services.
2.5. It is technically impossible to provide
the Services free from faults and
RPM does not undertake to do so.
The quality of the Services depends
on the quality and availability of the
network to which the Customer is
connected
and
other
telecommunications
networks
across which data is transmitted.
2.6. RPM may monitor calls made to its
customer services departments to
improve the quality of service and
for
training
and
verification
purposes.
3.
Use of the Services
3.1. The Customer must promptly
provide RPM free of charge with all
information and co-operation that
RPM may reasonably require and
comply with RPM’s reasonable
instructions regarding the use of the
Services and/or Service Equipment.
3.2. The Customer must not use or
permit anyone else to use the
Services:
3.2.1. for any unlawful, fraudulent, illegal
or immoral purpose;
3.2.2. to
cause
annoyance,
inconvenience,
nuisance
or
needless anxiety (including the
making of hoax calls);
3.2.3. to send, knowingly receive, upload,
download or use any material,
message or communication which
is offensive, abusive, indecent,
defamatory, obscene or menacing;
3.2.4. to spam, send or provide
unsolicited
advertising
or
promotional material, or knowingly
to receive responses to spam,
unsolicited
advertising
or
promotional material sent or
provided by a third party;
3.2.5. other than in accordance with
instructions issued by RPM
pursuant to the Contract;
3.2.6. in contravention of any licence,
code of practice, instructions or
guidelines
issued
by
any
regulatory
authority
or
in
contravention of a third party’s
rights (including RPM's rights); or
3.2.7. in a way which RPM, acting
reasonably, considers is, or is
likely to be, detrimental to the
provision of the Services to the
Customer or to other customers or
in a way which could materially
affect the quality of any electronic
communications service over a
public communications network,
including the Services.
3.3. If RPM suspends the Services
pursuant to clause 15.1 for
contravention of clause 3.2 it may
refuse to restore the Services until it
receives an acceptable assurance
from the Customer that there will be
no further contravention.
3.4. Each party shall nominate one
person from within its organisation
who shall act as the account
manager of such party for all
matters relating to the Contract.
4.
Additional Services
4.1. The Customer may order new
and/or
expansion
of
existing
Services
(the
“Additional
Services”) at any time. Subject to
clause 1.2 and 4.2, any order for
Additional Services will be deemed
accepted
by
RPM
and
be
incorporated into the Contract on the
earlier of: (i) the date on which the
Customer is notified in writing (email, letter, facsimile) that the order
has been accepted by RPM; or (ii)
the date on which the Additional
Services are first made available to
the Customer.
RPM Solutions Terms & Conditions May 2015
4.2. Prior to the Additional Services
being made available to the
Customer, the Customer must:
4.2.1. sign an Order Form and/or
complete
such
other
documentation as may be required
by RPM relating to the Additional
Services; and
4.2.2. if the Additional Services comprise
a Premium Rate Service (in whole
or in part), provide RPM with all
such documentation as it may
require in respect of such Service.
5.
Equipment
5.1. If it is necessary to install Service
Equipment to facilitate provision of
the Services the Customer shall, at
its own expense and in accordance
with any instructions given to it by
RPM, in advance of installation:
5.1.1. obtain all necessary consents,
licences and way leaves, including
consents for any alterations to
buildings to allow the installation of
the Service Equipment;
5.1.2. provide a suitable environment
including all necessary floor space,
trunking, conduits, cable ducts,
utility supply and the provision of
sufficient electrical connection
points in close proximity to the
Service Equipment;
5.1.3. ensure that all devices, equipment
or plant necessary to connect the
Service
Equipment
to
the
Customer System are provided
and after installation shall operate
and maintain such devices,
equipment or plant; and
5.1.4. carry out all necessary preparatory
work and make good any such
work after installation.
5.2. The Customer must not add to,
modify or in any way interfere with
the Service Equipment, nor allow
anyone else, other than someone
authorised by RPM to do so. The
Customer shall be liable for any loss
or damage to the Service Equipment
howsoever incurred other than
normal wear and tear or if caused by
RPM or anyone acting on its behalf.
5.3. All Customer Equipment and/or
Customer System must be:
5.3.1. technically compatible with and
must not harm the Services, the
Service Equipment, the Network,
or another customer’s equipment;
5.3.2. in proper working order;
5.3.3. compliant with all applicable
standards and approvals for
network connection; and
5.3.4. used in compliance with and
approved under all relevant
instructions, safety and security
procedures, standards or laws.
5.4. Where equipment is purchased from
RPM (“Purchased Equipment”),
RPM
will
use
reasonable
endeavours to pass on the benefit of
any manufacturer’s warranty to the
Customer. However RPM accepts
no liability for or in respect of such
Purchased Equipment under any
Innovation Centre | The Norwich Research Park | Colney Lane | Norwich | Norfolk | NR4 7GJ
T: 0333 6006 999
5.5.
6.
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
circumstances (including but not
limited to warranty claims).
Title to Purchased Equipment will
only pass to the Customer once
payment has been received in full in
cleared funds by RPM. Risk in the
Purchased Equipment will pass to
the Customer on delivery. The
Customer must notify RPM within 28
days of delivery of any faults in or
damage
to
the
Purchased
Equipment, after which date the
Customer will be deemed to have
accepted the Purchased Equipment
as being satisfactory.
Access and Faults
The Customer must grant RPM and
its sub-contractors access to the
Site at any agreed time during
Working Hours. RPM may, on
reasonable notice, require access to
the Site outside Working Hours. Any
work carried out by RPM outside
Working Hours shall be subject to
additional charges. Where a third
party's permission is required, the
Customer
must
obtain
such
permission.
The Customer shall provide a
suitable
and
safe
working
environment for RPM and its subcontractors. RPM and its subcontractors will comply with the
Customer’s
reasonable
requirements as to safety on the
Site to the extent that such
requirements are communicated to
RPM in writing prior to any visit.
RPM shall not be liable for any
breach of the Contract which arises
as a result of conflict between any
safety
requirements
and
the
Contract.
In the event of a fault affecting a
Service the Customer should report
the fault to the customer support
department on 0333 6006 999. RPM
will use reasonable endeavours to
respond to the Customer and rectify
the fault in accordance with the SLA
(if applicable).
If the Customer reports a fault which
cannot be rectified remotely RPM
may arrange for an engineer to
attend the Site or the network
terminating unit. RPM reserves the
right to charge the Customer an
additional sum for this visit, in
particular but without limitation if the
visit is made outside Working Hours,
if the engineer is refused access to
the Site or if the engineer finds there
is no fault.
RPM shall have the right to recover
all reasonable costs incurred in
investigating or remedying any fault
with a Service where it is caused by
the Customer’s negligence or
default, by the Customer Equipment
or where the fault does not lie with
RPM or any Service Equipment.
The Customer shall be responsible
for all Charges incurred whilst the
Service is unavailable due to a fault
until which time RPM have
conducted an evaluation of the
relevant Charges for lost Service.
7.
Charges
7.1. The Customer shall be liable for all
Charges incurred for each Service
from the Commencement Date,
whether the Services are used by
employees of the Customer or by
any other person with or without the
Customer’s
permission
or
knowledge and notwithstanding that
they may have arisen from
unauthorised, fraudulent, or illegal
use and whether or not they derive
from installation and access which
have been authorised by RPM.
7.2. The Customer shall be billed and
agrees to pay:
7.2.1. monthly in advance for any
recurring charges (for example
subscription or rental charges);
and
7.2.2. monthly in arrears for usage and
non-recurring
charges
(for
example calls or connection
charges).
7.3. RPM reserves the right to invoice
the Customer at any time for any
Charges which have been incurred
by but not billed to the Customer, in
particular but without limitation,
where RPM receives an invoice
from its suppliers for services or
goods previously supplied to, but not
invoiced to, the Customer.
7.4. Charges will be calculated by
reference to the Tariff provided to
the Customer and to data recorded
by RPM. In the absence of any
manifest error, such records will be
deemed conclusive.
7.5. All Charges are subject to change
by RPM giving not less than 30 days
prior written notice to the Customer.
7.6. Where the Customer fails to comply
with clause 5.1 or if RPM is unable
to access the Site to carry out any
installation work or fault repair work
RPM may charge the Customer for
an aborted visit.
8.
Payment
8.1. The Customer must pay the
Charges in full by direct debit
(without deduction or set off). Failed
direct debits (for whatever reason)
will be subject to a £5 charge.
8.2. In the event that payment cannot be
made by direct debit, the Customer
must pay the Charges in full (without
deduction or set off) within 14 days
of the date of any invoice issued by
RPM (the “Due Date”). Time for
payment of Charges shall be of the
essence. Invoices paid by means
other than direct debit may be
subject to a £2.50 monthly charge.
8.3. Unless otherwise stated all Charges
are exclusive of value added tax
which, where applicable, will be
added to the invoice at the
prevailing rate.
8.4. Invoices shall be provided to the
Customer
electronically.
Paper
invoices will be provided on request;
however RPM reserves the right to
RPM Solutions Terms & Conditions May 2015
require the Customer to pay a
reasonable sum to cover the cost of
providing paper invoices.
8.5. RPM reserves the right to claim
statutory interest in accordance with
the Late Payment of Commercial
Debts (Interest) Act 1998 as
amended and supplemented by the
Late Payment of Commercial Debts
Regulations 2002.
8.6. If the Customer does not pay any
amount due by the Due Date, RPM
may instruct a debt collection
agency to collect payment (including
any interest and/or late payment
charges) on its behalf. If RPM
instructs such an agency, the
Customer must pay an additional
charge,
not
to
exceed
the
reasonable costs RPM incurs in
instructing the agency. This charge
will be added to the Customer’s
outstanding debt by the agency.
8.7. RPM may at any time:
8.7.1. carry out a credit check on the
Customer and the Customer
agrees to provide RPM with any
information reasonably required for
this purpose;
8.7.2. limit the amount of credit which it
advances to the Customer;
8.7.3. require the Customer to pay a
deposit, make payments on
account or provide some other
form of guarantee as security for
future charges; and/or
8.7.4. register information about the
Customer and the Customer’s
account with credit reference
agencies. RPM and other lenders
may use this information to make
credit decisions. This information
may also be used to prevent fraud
and to trace debtors.
8.8. RPM may, without notice, withhold
any payments due to the Customer
under the Contract or any other
agreement between RPM and the
Customer if:
8.8.1. RPM has reason to believe the
Customer is in breach of the
Contract;
8.8.2. the Customer is conducting its
business or using a Service
illegally or for an illegal purpose;
and/or
8.8.3. RPM has received notice from
another network operator that
payment will be withheld in respect
of Calls and RPM has satisfied
itself on reasonable grounds that
such event has occurred. The
Customer will not be entitled to any
payment of Call Commission in
respect
of
such
Calls
(if
applicable).
8.9. RPM reserves the right at any time
to set off any sums owing from the
Customer to RPM against any sums
owing from RPM to the Customer.
9.
Security
9.1. In order to access the Services,
RPM may provide the Customer
with a set of passwords. The
Customer is responsible for the
Innovation Centre | The Norwich Research Park | Colney Lane | Norwich | Norfolk | NR4 7GJ
T: 0333 6006 999
9.2.
9.3.
10.
10.1.
10.2.
10.3.
10.4.
11.
11.1.
11.2.
12.
12.1.
security and proper use of all
passwords relating to the Services
and must keep them confidential
and must not disclose them to any
third party.
The Customer must inform RPM
immediately if it suspects that any
password in relation to the Services
has become known to someone who
is not authorised to use it.
If RPM suspects that there is likely
to be a breach of security or a
misuse of the Services it may
change the Customer’s password
(without notice) and notify the
Customer accordingly.
Intellectual Property Rights
Except as expressly set out in these
Conditions, the parties will not
acquire any rights or licences to the
other party’s IPR. All IPR in any
software (and associated written or
electronic documentation) provided
to the Customer as part of the
Services shall remain the property of
RPM or its licensors.
Where software is supplied to
enable the Customer to use a
Service, RPM grants the Customer
a non-exclusive, non-transferable
licence to use such software for that
purpose only. Unless otherwise
agreed in writing, any licence
granted by RPM will expire on
termination of the Contract or of the
relevant Service.
The Customer shall not, and shall
not permit anyone else to, copy,
modify, reverse engineer, decompile
or otherwise endeavour to obtain the
source code of such software, nor
copy the manuals or documentation
supplied with such software, except
to the extent permitted by law.
If requested by RPM the Customer
shall sign any agreement which is
reasonably required by the owner of
the IPR in such software to protect
its rights or interests therein. No
additional charges will be payable
under any such agreement. The
Customer acknowledges that failure
to do so may result in RPM being
unable to supply such software.
Indemnity
The Customer indemnifies RPM
against any claims or legal
proceedings (including damages,
loss, costs and expenses) which are
brought or threatened against RPM
or its sub-contractors by any third
party as a result of the Customer’s
use of the Services otherwise than
in accordance with the Contract.
RPM will notify the Customer of any
claims or legal proceedings and will
keep the Customer informed as to
the progress of such claims or legal
proceedings.
Confidentiality
The parties will keep in confidence
any information of a confidential
nature obtained under the Contract
(whether written or oral) including
the Charges and will not disclose
such confidential information to any
person (other than their employees
and professional advisers who need
to know the same for the purpose of
the Contract and who are under a
duty of confidentiality equivalent to
this clause 12) without the prior
written consent of the other party.
12.2. This clause 12 will not apply to:
12.2.1. any information which has been
published other than through a
breach of these Conditions;
12.2.2. information
lawfully
in
the
possession of the recipient before
the disclosure under the Contract
took place;
12.2.3. information obtained through a
third party who is free to disclose
it; and 12.2.4. information which a
party is required by law to
disclose.
12.3. The Customer acknowledges that
RPM is unable to share information
regarding a Customer's account with
another telecommunications service
provider.
12.4. RPM shall only discuss the
Customer's
account
with
the
Customer and, where the Customer
is a business, only with those
employees with the requisite
authority.
12.5. RPM may disclose information
relating to the Customer (including
confidential information) to its Group
Companies and the Customer
consents to such disclosure.
13. Liability
13.1. Neither party excludes or limits its
liability for personal injury or death
caused by its negligence or for
fraudulent misrepresentation or to
any extent not permitted by law and
clauses 13.2, 13.3 and 13.4 will not
apply to such liability.
13.2. RPM will only be liable to the
Customer for claims made in writing
within 6 months of the date on which
the Customer becomes aware or
ought reasonably to have become
aware of the grounds of such a
claim.
13.3. Subject to clause 13.2 above, RPM’s
aggregate liability to the Customer in
connection with the Contract
whether in contract, tort (including
negligence), breach of statutory duty
or otherwise shall be limited to the
lesser of:
13.3.1. £10,000; or
13.3.2. the amount of Charges paid by the
Customer in the 12 month period
immediately preceding the date on
which RPM is notified of the
claim; in respect of any single
occurrence
or
series
of
occurrences whether successive
or concurrent in any 12 month
period.
13.4. Subject to clauses 13.2 and 13.3
above, RPM shall not be liable to
the Customer in connection with the
Contract whether in contract, tort
(including negligence), breach of
statutory duty or otherwise for direct,
RPM Solutions Terms & Conditions May 2015
indirect or consequential loss of
profit, revenue, time, business,
anticipated savings, opportunity,
use, wasted expenditure, loss of or
damage to physical property or for
any direct, indirect or consequential
loss, corruption or destruction of
data, whether or not RPM was
advised or aware of the possibility of
such damages, losses or expenses.
13.5. In the event of any failure of a
Service, RPM reserve the right to
continue charging the Customer for
Services should the Customer
temporarily or permanently divert its
traffic to another service provider.
13.6. Except as set out in these
Conditions, all other warranties,
terms or conditions whether implied
by statute or otherwise are hereby
expressly excluded.
13.7. Each provision of this clause 13
operates separately and if any part
is held by a court to be
unreasonable or inapplicable the
other parts shall remain in force.
14. Assignment
14.1. Subject to clause 14.2 below, the
customer may not assign or
otherwise transfer any of its rights or
obligations under the Contract
without the prior written consent of
the other party.
14.2. RPM may assign or otherwise
transfer its rights or obligations to
another Company without the
Customer’s consent provided it
notifies the Customer that it has
done so as soon as reasonably
practicable.
15. Suspension
15.1. RPM may at its sole discretion
(without liability and without losing or
reducing any other right or remedy it
has
under
these
Conditions)
temporarily suspend the Services
either in whole or in part and/or
temporarily disconnect any Number
until further notice on notifying the
Customer either orally (confirming
the same in writing) or in writing in
the event that:
15.1.1. the Customer has failed to pay
any sums due to RPM under the
Contract or any other agreement
between the parties;
15.1.2. the Customer is in breach of the
Contract;
15.1.3. the Customer prevents or delays
any prearranged maintenance
from being carried out;
15.1.4. operational or fault management
reasons require it, such as
equipment
or
software
maintenance;
15.1.5. the Charges have reached the
limit set under clause 8.7.2;
15.1.6. the quality of the Services or the
operation of the Network may be
or is impaired or otherwise
adversely affected;
15.1.7. there is a case of emergency or
RPM is obliged to do so by an
emergency service organisation
Innovation Centre | The Norwich Research Park | Colney Lane | Norwich | Norfolk | NR4 7GJ
T: 0333 6006 999
(in which case no prior notice will
be required);
15.1.8. the events set out in clauses 16.1
and/or 16.3 occur;
15.1.9. RPM is required to do so by a
Public Network, the government or
anybody
with
competent
jurisdiction or any of its suppliers;
15.1.10. RPM has reasonable grounds to
believe that a Service is being
used illegally or for criminal or
fraudulent purposes.
15.2. The Customer will continue to pay
the Charges during any period of
suspension.
16. Termination
16.1. Either party may terminate the
Contract with immediate effect on
written notice to the other if the other
party:
16.1.1. commits a material breach or
persistent
breaches
of
the
Contract (including a failure to pay
any sums due under the Contract)
and, where such breach is
capable of remedy, has failed to
do so within 30 days of receipt of
written notice specifying the
breach and requiring its remedy;
or
16.1.2. is subject to bankruptcy or
insolvency proceedings or, in
Scotland,
sequestration
proceedings, becomes insolvent,
makes
any
composition
or
arrangement with or assignment
for the benefit of its creditors, or
goes
into
either
voluntary
(otherwise than for reconstruction
or amalgamation) or compulsory
liquidation, or a receiver or
administrator is appointed over its
assets.
16.2. The Customer may terminate a
Service by giving at least 90 days
prior written notice to RPM, such
notice to expire at the end of the
Initial Term or thereafter for the
Service being terminated. The
Customer may terminate each
Service independently of another
Service however the Customer may
only terminate the Contract in its
entirety once the Initial Term for all
Services
provided
under
the
Contract has expired.
16.3. RPM may terminate the Contract
with immediate effect on written
notice to the Customer:
16.3.1. in order to comply with a decision
or action of a competent
regulatory authority;
16.3.2. if the General Authorisation to
operate the Network and/or to
provide the Services or any part
thereof shall expire, be revoked or
terminate for any reason without
the immediate renewal thereof; or
16.3.3. any contract upon which RPM
relies for the provision of the
Services
is
terminated
(for
whatever reason).
16.4. RPM may terminate the Contract
and
all
Services
provided
thereunder at any time by giving not
less than 60 days prior written notice
to the Customer.
16.5. On termination of the Contract for
any reason:
16.5.1. all monies then owing by the
Customer to RPM shall become
immediately due and payable;
16.5.2. any monies owing by RPM to the
Customer shall be calculated by
RPM at the same time as the
Customer's final bill and shall be
paid as soon as reasonably
practicable thereafter. Any monies
owing by RPM to the Customer
which are disputed by either party
shall be retained by RPM until
such dispute has been settled;
and
16.5.3. the Customer shall promptly allow
RPM access to the Site to remove
the Service Equipment and shall
make
good
such
removal
afterwards.
16.6. Where a Service or the Contract is
terminated prior to expiry of the
Initial Term, other than for breach by
RPM, the Customer shall pay RPM:
16.6.1. all outstanding Charges due for
each Service from the date of
termination up to the end of the
Initial Term for each Service
terminated; and
16.6.2. the cost of de-installation of any
Service Equipment in relation to
that Service.
16.7. If the Customer continues to route
calls over the Network after
termination, the Customer will be
charged for such calls at RPM's then
standard rates. The Customer shall
pay such charges on demand and
clause 8 shall apply in relation to
such charges.
16.8. On termination, any consequential
reprogramming of the Customer
Equipment shall be the Customer’s
responsibility and at the Customer’s
cost. RPM is not responsible for any
redecorating work at the Site.
16.9. Termination of the Contract shall be
without prejudice to any claims or
remedies that either party may have
against the other accrued up to the
date of termination.
16.10. On termination of the Contract (for
whatever reason) clauses, 7.1, 8,
10, 11, 12, 13, 16, 17.6 and 17.10
shall remain in force (as far as
necessary).
17. General
17.1. RPM reserves the right to vary these
Conditions at any time provided that
any change shall not materially
affect
the
Service
or
the
performance of any Service except
insofar as it is reasonable to do so.
RPM will post the current version of
these Conditions on RPM's website
(http://www.rpmsols.co.uk) and the
Customer is advised to review these
at regular intervals.
17.2. Neither party shall be deemed to be
in breach of the Contract or
otherwise be liable by reason of any
delay in performance or non-
RPM Solutions Terms & Conditions May 2015
17.3.
17.4.
17.5.
17.6.
performance of any of its obligations
under the Contract (other than the
obligation to make payments due
under it) to the extent that such
delay or non-performance is caused
by a matter beyond its reasonable
control of which it has notified the
other party, including but not limited
to insurrection or civil disorder, war
or military operation, international,
national or local emergency, acts or
omissions of government, highway
authority
or
other
competent
authority, failure or delay of a
supplier to supply RPM with the
Services, compliance with any
statutory or regulatory obligation or
constraint, industrial disputes of any
kind (whether or not involving RPM
employees),
fire,
lightning,
explosion,
flood,
subsidence,
weather of exceptional severity, or
acts or omissions of persons for
whom it is not responsible (including
in
particular
other
telecommunications
service
providers). If, pursuant to this
clause, either party is unable to
perform its obligations under the
Contract for a continuous period of 3
months or longer, either party may
terminate the Contract in whole or in
part with immediate effect on giving
written notice to the other.
The parties shall comply with all
applicable laws and regulations
relating to supply and use of the
Services,
including
the
Data
Protection Act 1998 and any other
data protection, privacy or similar
laws. The parties shall provide such
help and co-operation as is
reasonably necessary or requested
by the other to enable compliance
with this clause. RPM may from time
to time disclose personal data to its
sub-contractors, Group Companies
and service providers in order to
supply the Services.
A notice given under the Contract
must be in writing and may be
delivered by hand or sent by prepaid
first class post or facsimile to the
addressee at the address for that
party set out on the Order Form, and
if to RPM must be marked for the
attention of the Customer Services
Manager with a copy to the
Company Secretary. Either party
may, by notice in writing to the other
in accordance with this clause,
change its address for service.
No single or partial exercise, or
failure or delay in exercising any
right, power or remedy by any party
shall constitute a waiver by that
party of, or impair or preclude any
further exercise of that or any right,
power or remedy arising under the
Contract or otherwise.
The Contract sets out the entire
agreement
and
understanding
between the parties and supersedes
all prior agreements, understandings
or arrangements, whether written or
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oral, in respect of the subject matter
of the Contract.
17.7. The parties acknowledge and agree
that they have not been induced to
enter into the Contract by, nor have
they relied on any statement,
representation, warranty or other
assurance
not
expressly
incorporated in it and that with the
exception
of
fraudulent
representations, their sole remedies
in connection with the Contract are
those for breach of contract and all
other remedies are excluded.
17.8. Unless expressly provided in these
Conditions, no term of the Contract
is enforceable pursuant to the
Contracts (Rights of Third Parties)
Act 1999 by any person who is not a
party to the Contract.
17.9. If any provision of the Contract is
found by any court or competent
authority to be invalid, unlawful or
unenforceable in any jurisdiction that
provision shall be deemed not to be
a part of this Contract, it shall not
affect the enforceability of the
remainder of this Contract nor shall
it affect the validity, lawfulness or
enforceability of that provision in any
other jurisdiction.
17.10. The Contract shall be governed by
and construed in accordance with
English law and each of the parties
irrevocably submits for all purposes
in connection with the Contract to
the exclusive jurisdiction of the
courts of England.
18. Definitions and Interpretation
18.1. In the Contract unless the context
otherwise requires:
“Access Service” means such
service made available by RPM to
the
Customer
allowing
the
conveyance of telephone calls to a
Number from time to time pursuant
to the Contract.
“Additional Service(s)” shall have
the meaning given in clause 4.1.
“Call” means a telephone call
connected to an End User Service
(as defined in Schedule 2) by means
of an Access Service.
“Call Commissions” means such
sums payable by RPM to the
Customer from time to time in
respect of Calls as set out on the
Order Form or in the Tariff.
“Charges” means the price payable
for the Services as set out on the
Order Form or as specified in the
Tariff.
“Commencement Date” means the
date on which RPM indicates its
acceptance of the Contract, either
by sending the Customer a welcome
letter or email or by commencing
provision of the Services, whichever
is earlier.
“Conditions” means these terms
and
conditions (together with any
attached schedules).
“Contract” means the contract for
the
supply of Services made between
RPM and the Customer, set out in
the Order Form and these
Conditions.
“Customer” means the person with
whom RPM contracts to supply the
Services and whose details are set
out on the Order Form.
“Customer Equipment” means any
equipment,
including
any
telecommunications apparatus or
system or software, which is owned
or controlled by the Customer.
“Customer System” means any
telecommunications and/or other
equipment
operated
by
the
Customer and used in connection
with the Services and/or Service
Equipment, whether supplied by
RPM or a third party.
“Due Date” shall have the meaning
given in clause 8.2.
“General Authorisation” means the
EU
communications
regime,
pursuant to which, there is a general
authorisation
to
provide
communications
networks
or
services in the UK, subject to the
General Conditions of Entitlement
issued
pursuant
to
the
Communications Act 2003.
“Group Company” means in
relation to either party, that party
and any holding company, parent
company, subsidiary or fellow
subsidiary undertaking of that party
or of its holding company or parent
company (as such terms are defined
in sections 1159, 1161, 1162 and
1173 of the Companies Act 2006).
“Initial Term” means 12 months
from the Commencement Date or
where a Service is supplied, 12
months from the Service Start Date
for that Service, or such other period
specified on the Order Form for
such Service, whichever is the later.
“IPR” means all patent rights,
trademarks, copyright, design rights,
database rights, rights in inventions,
semiconductor topography rights,
know-how, or any similar right
exercisable in any part of the world
(whether registered or unregistered)
and including any applications for
the registration of any patents or
designs.
“Network”
means
any
telecommunications system run by
or on behalf of RPM from time to
time pursuant to the General
Authorisation.
“Number” means either (i) such
telephone number from within a
national number group range used
by RPM in connection with the
provision of an Access Service and
as may be allocated by RPM to the
Customer from time to time (“RPM
Number”) or (ii) such telephone
number not being a RPM Number
from within a national number group
range used by the Customer in
connection with an End User
Service (as defined in schedule 2)
RPM Solutions Terms & Conditions May 2015
and as may be programmed by
RPM in the RPM Network for the
purposes of making available an
Access Service in respect of such
telephone number.
“Order Form” means an order form
accepted
by
the
Customer
requesting the supply of any or all of
the Services from RPM.
“Premium Rate Service” means
any service comprising live or
recorded telephone information
and/or entertainment and similar
services which would be defined as
such in the Code (as defined in
Schedule 2).
“Public Network” means any public
telecommunications system to which
the Network and/or the Customer
System is connected for the purpose
of providing some or all of the
Access Services hereunder.
“Purchased Equipment” shall have
the meaning given in clause 5.4.
“RPM” means RPM Business
Communications Ltd t/as RPM
Solutions, (Registered in England
with company number 8854663)
Registered office:
Europa House, Southwick Square,
Southwick, West Sussex, BN42 4FJ.
“Service” means a service and an
Additional Service (if any) to be
provided by RPM to the Customer
and set out on an Order Form and
“Services” means all such Services.
“Service Equipment” means any
equipment owned or controlled by
RPM and placed on or installed at
the
Site for the provision of the
Services.
“Service Start Date” means the
date on which a Service is first
made available to the Customer.
“Site” means the Customer’s
premises where the Services are to
be provided, as set out on the Order
Form.
"SLA" means the service level
agreement entered into between
RPM and the Customer in relation to
a Service (if any).
“Tariff” means the list of prices
payable in relation to the Services
as notified to the Customer from
time to time.
“Working Days” means Monday to
Friday, excluding any public or bank
holidays.
“Working Hours” means between
0830 and 1730 on Working Days.
18.2. In the Contract, unless the context
otherwise requires:
18.2.1. words in the singular include the
plural and vice versa and words in
one gender include any other
gender;
18.2.2. a reference to:
(a) any party includes its
successors in title and permitted
assigns;
(b) a “person” includes any
individual, firm, body corporate,
association
or
partnership,
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government or state (whether or
not having a separate legal
personality);
(c) clauses, paragraphs and
schedules are to clauses and
schedules of these Conditions;
and paragraphs of the schedules
and
18.2.3. the headings are for convenience
only and shall not affect the
interpretation of these Conditions.
Schedule 1 – Supplemental
provisions
for
Business
Telephony Services
1.
Definitions
In this Schedule:
“Monthly Spend” means such
amount as specified on the Order
Form.
2.
Conflict and precedence
In the event of a conflict between
the provisions contained in this
schedule 1 and those contained in
the body of the Conditions, the
provisions in this schedule 1 shall
prevail.
3.
Charges
The Customer acknowledges that
RPM will incur cost and expense in
providing the Services and any
Service Equipment and that RPM
relies on the Customer achieving the
Monthly Spend. If the Charges fall
below the Monthly Spend in any
month, RPM shall be entitled to
invoice the Customer for the
shortfall between the actual Charges
incurred and the Monthly Spend.
The Customer agrees that any such
amount represents a reasonable
pre-estimate of the loss RPM is
likely to suffer by reason of the
Customer not achieving the Monthly
Spend.
3.1 “Call Guard” is fraud protection
service automatically applied to
CLI’s on customer accounts. A
£500.00 threshold is added to each
CLI where fraudulent calls are made
in a 24 hour period (00:00-23:59).
Costs
for
this
service
are
summarised as:
£0.99 per analogue CLI
£1.99 per ISDN2e bearer CLI
£9.99 per ISDN30e bearer CLI
4.
N.B.
Analogue
lines
utilising
Assured Broadband services and
One-Path IP network are exempt
from this charge.
Termination
In addition to all Charges due on
termination of the Contract prior to
expiry of the Initial Term for any
Services (pursuant to clause 16.5 of
the Conditions) the Customer shall
pay to RPM a sum equal to 30% of
the average monthly call spend for
each Service terminated for the
period from the Service Start Date
up to the date of termination
multiplied by the number of months
remaining until expiry of the Initial
Term for each Service terminated.
Schedule 2 – Supplemental
provisions for Non Geographic
Numbers and Premium Rate
Services
1.
Definitions
In this Schedule:
“Call Charges” means any charges
made by RPM to the Customer from
time to time in respect of Calls as
set out in the Tariff.
“Callers” means any person making
a Call.
“Code” means any code of practice
published by PhonepayPlus from
time
to time.
“End User Service” means such
entertainment, live or recorded
information
or
other
service
(including
Premium Rate Services) made
available by the Customer from time
to time for itself or any Information
Provider by means of (in whole or in
part)
the
Customer
System
(including any bureau service) and
using a Number and Access
Service.
“Information” means information or
other content which is made
available
to Callers and which represents the
subject matter of a Premium Rate
Service in whole or in part.
“Information Provider” means any
organisation or person providing
Information or with whom the
Customer contracts in respect of the
provision of Premium Rate Services.
“Ofcom” means the body corporate
responsible for regulating the UK
communications
industries,
established by the Office of
Communications Act 2002.
“PhonepayPlus”
means
the
regulatory agency for Premium Rate
Services or any similar body which
may be appointed in addition to or in
substitution of PhonepayPlus by any
competent authority.
2.
Conflict and precedence
In the event of a conflict between
the provisions contained in this
schedule 2 and those contained in
the body of the Conditions, the
provisions in this schedule 2 shall
prevail.
3.
Use of Services
3.1. The Customer must:
3.1.1.
provide the End User Service
and/or Information of a quality,
nature and kind that is not likely
to bring RPM or the Access
Service
into
disrepute
or
contravene the Code. RPM shall
determine whether an End User
Service
or
Information
is
compliant
and
such
determination shall be binding on
the Customer;
3.1.2.
not state or imply any approval
by RPM of the content of the End
User Service or Information or
refer to RPM without RPM’s prior
written approval;
RPM Solutions Terms & Conditions May 2015
3.1.3.
not sub-allocate or resell the
Access Service or any Number;
3.1.4.
comply with and observe (and
require any Information Provider
to comply with and observe) all
laws,
requirements
and
conditions (including the Code)
which apply to or otherwise affect
the End User Service or
Information. The Customer must
abide by and implement any
instruction,
direction,
recommendation,
opinion
or
advice given by PhonepayPlus
with regard to End User Services
or Information generally or with
regard to a particular type of End
User Service or Information;
3.1.5.
ensure, before making available
an End User Service or
Information, all rights, licences
and other consents have been
obtained and all requirements of
law complied with for the purpose
of the provision of the End User
Service or Information to Callers;
3.1.6.
incorporate into any contract or
arrangement it may make with
any third party for the provision of
Premium
Rate
Services
provisions requiring such third
party to observe the Code and to
enable RPM to enforce sanctions
imposed under the Code or any
rights RPM has as set out in this
Contract against such third party;
and
3.1.7.
on demand, provide RPM and/or
PhonepayPlus within 2 Working
Days with such information and
material relating to an End User
Service or any future End User
Service as may reasonably be
requested.
3.2. The
Customer
agrees
that
PhonepayPlus may monitor any End
User Service at any time.
3.3. Any failure by the Customer to
comply with or implement any of the
obligations contained in paragraph
3.1 of this schedule 2 shall be
deemed to be a material breach of
the Contract.
3.4. In respect of each End User Service
which requires the approval of
PhonepayPlus pursuant to any
regulation or code of practice, the
Customer shall, before such End
User Service (or any change
thereto) is made available to Callers,
submit to RPM written evidence of
such approval.
3.5. The Customer shall itself, and shall
ensure that each Information
Provider shall:
3.5.1.
observe all relevant legislation
and comply with any codes of
practice, directions or requests
for
information
made
by
PhonepayPlus or the Secretary
of State or any other body with
competent jurisdiction or persons
authorised on their behalf;
3.5.2.
not act or omit to act in any way
which may injure or damage any
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persons, property or the Network
or cause the quality of the
Access Service or any part
thereof to be prejudiced or
impaired; and
3.5.3.
not delegate or sub-contract to
any third party the rights provided
to the Customer under the
Contract.
Traffic Forecasting
3.6. RPM shall only be obliged to provide
the Access Services to the capacity
levels forecast by the Customer
from time to time.
3.7. The parties shall co-operate and
liaise together on a weekly basis (or
at such other frequency as may be
agreed) with a view to agreeing the
basis upon which the anticipated
number of Calls to an Access
Service and, in particular, the
predicted number of Calls to all
Access Services during the busy
hours from time to time will be
calculated, together with the profile
of
Calls
through
the
day
experienced and/or anticipated by
the Customer from time to time.
3.8. The Customer shall provide to RPM:
3.8.1.
at the end of each month (or at
such other frequency as may be
agreed by the parties from time
to time) a written forecast of its
estimated
requirements
for
cumulative capacity within the
Network
and/or
circuits
applicable to each Access
Service for each month within the
following 6 months; and
3.8.2.
at least 7 Working Days prior
written notice of any
promotion of an End User
Service on television or other
media where the Customer
reasonably
believes
such
promotion will generate an
increase in Calls beyond those
forecast in accordance with the
provisions set out above.
Numbers
3.9. The ownership of any RPM Number
allocated to the Customer from time
to time shall at all times remain
vested in RPM and any allocation
shall take effect as a licence to the
Customer to use the same only in
accordance with and subject to the
terms of the Contract. In particular
the Customer must not attempt to
sell, transfer or otherwise assign any
RPM Number to any other person.
Unless otherwise agreed, any RPM
Number allocated to the Customer
shall be at the sole discretion of
RPM.
3.10. RPM shall have the right to refuse
the connection of a Number or to
withhold the allocation of any
Number during the period of any
breach of the Contract by the
Customer.
3.11. Unless otherwise agreed, if any
Number remains unconnected to or
is disconnected from the Network or
any Access Service for any reason
for a continuous period in excess of
3 calendar months and/or during
such period no Calls have been
received in respect of any such
Number, RPM may withdraw and
reallocate to itself or to a third party
such Number without liability by
giving not less than 21 days prior
written notice to the Customer.
3.12. All RPM Numbers are allocated to
RPM by Ofcom and the allocation of
any RPM Number and its use shall
remain subject to any regulations,
directions or instructions issued or
given by Ofcom or any other body
with competent jurisdiction from time
to time, including the withdrawal,
termination or suspension thereof.
4.
Commissions
4.1. Subject to paragraphs 4.4 and 4.5
below, RPM shall pay Call
Commissions to the Customer in
respect of Calls to each applicable
Access Service delivered to and
received by a Customer System at
the rate and in the amount set out
on the Order Form or in the Tariff.
4.2. Following the end of each calendar
month, RPM will submit a detailed
statement to the Customer setting
out the number and duration of all
such Calls delivered and received
by the Customer System. Following
receipt of the statement the
Customer shall submit an invoice to
RPM in the amount shown as owing
on the statement. RPM shall pay the
Call Commission within 30 days of
the date of such invoice.
4.3. All Call Commissions invoiced by
either party hereunder are exclusive
of VAT and shall be paid together
with VAT at the appropriate rate.
4.4. RPM
shall
not
pay
Call
Commissions in respect of any Call
which it reasonably believes may
have originated outside the United
Kingdom.
4.5. Call Commission shall not be
payable on invoice balances of £10
or less. Invoice balances shall not
roll over from one month to the next.
4.6. In the event that any Access Service
is made available to the Customer
and the Customer uses such Access
Service and no Call Commissions,
Call Charges or other charges are
specified on the Order Form or in
the Tariff then RPM’s published tariff
guide rates for such Access
Services shall be deemed to be
included in the Tariff.
5.
Payment
5.1. Where RPM is notified in writing by
PhonepayPus that:
5.1.1.
any sums payable by the
Customer to PhonepayPlus or to
any compensation fund or bond
established by PhonepayPlus
have not been paid; and/or
5.1.2.
the Customer or any Information
Provider is in breach of the Code;
RPM may withhold all sums due
to the Customer until RPM has
been notified by PhonepayPlus
RPM Solutions Terms & Conditions May 2015
that all such sums, fines,
administrative charges or other
sums payable to PhonepayPlus
under the Code have been paid
in full or any breach has been
remedied, and if requested by
PhonepayPlus RPM may pay
such sums to PhonepayPlus in
settlement of amounts owed to
PhonepayPlus. In the event that
amounts are paid by RPM to
PhonepayPlus to settle amounts
owed by the Customer then such
amounts shall be deducted from
any amounts owed by RPM to
the Customer.
6.
Insurance
The Customer shall effect and
maintain suitable legal liability
insurance in such amount as RPM
may reasonably require (being not
less than £250,000) from time to
time for each and every claim
arising and shall produce to RPM on
demand a copy of such insurance
policy together with the receipt for
the current premium.
7.
Suspension
In addition to its rights under clause
15.1, RPM may at its sole discretion
(without liability and without losing or
reducing any other right or remedy it
has under the Contract) temporarily
suspend the Services either in
whole or in part and/or temporarily
disconnect any Number on notifying
the
Customer
either
orally
(confirming the same in writing) or in
writing in the event that the
Customer is in breach of the Code.
8.
Termination
8.1. In addition to the causes for
termination provided in clause 16.1,
either party may terminate the
Contract with immediate effect on
written notice to the other if for any
reason there is a complete or major
suspension of the Access Services
for a period in excess of 3 calendar
months. In the event of termination
pursuant to this paragraph 8.1,
neither party shall have any liability
to the other in respect of (i) the
termination of the Services; or (ii)
the period of suspension of the
Access Services prior to termination
other than for any outstanding sums
due from one party to the other.
8.2. On termination of the Contract for
any reason the Customer shall have
no further entitlement to receive any
further Call Commissions and shall
permit the disconnection of any
Number from the Access Services.
RPM may forward Calls made to
Numbers previously in use by the
Customer to appropriate recorded
announcements
or
other
destinations as it sees fit.
Schedule 3 – Supplemental
provisions for Broadband and SIP
1.
Definitions
In this Schedule:
“ADSL”
(Asynchronous
Digital
Subscriber
Line)
means
a
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broadband technology that delivers
high data transfer speeds over
existing phone lines.
“Assured Connect” means an IP
service allocated to deliver voice
traffic via a data connection with
QoS.
“Broadband”
means
a
high
bandwidth internet connection.
“BT” means BT Group plc registered
in England and Wales with company
number 04190816.
“Channel” means a pathway for the
transmission of signals between two
points.
“CLI Code” means the Code of
Practice for Network Operators in
relation
to
Customer
Line
Identification Display Services and
other related services published by
Ofcom.
“DDI” (Direct Dialling Inward) means
an
individual
phone
number
allocated to an extension and/or
department.
“DSL”
(Digital
Subscriber Line) provides digital
data transmission over the wires of
a local telephone network.
“DSLAM” (Digital Subscriber Line
Access Multiplex) means a network
device, usually at a telephone
company central office, that receives
signals from multiple customer DSL
connections and puts the signals on
a high speed backbone line using
multiplexing
techniques.
“IP”
(Internet Protocol) means the
standard for sending the basic unit
of data, an IP datagram, through the
internet.
“Minimum
Channels”
means 2 Channels.
“Presentation Number” means a
number which identifies a user’s
extension number behind a DDI
switchboard or the DDI switchboard
number.
“PSTN” (Public Switched Telephone
Network) means exchange lines
provided by a network provider.
“SIP” (Session Initiation Protocol)
means a multi-media signalling
standard
enabling
voice
communication over an internet
service. “SIP” can include other
services such as “SIP”, “SIP
Trunking” and “SIP Line Rental”.
“SIP” means RPM’s SIP service.
2.
Conflict and precedence
In the event of a conflict between
the provisions contained in this
schedule 3 and those contained in
the body of the Conditions, the
provisions in this schedule 3 shall
prevail.
3.
Customer’s obligations
3.1. The Customer must, for the duration
of the Contract, maintain a valid
contract for the use of a BT
analogue exchange line which
terminates on a BT public master
socket forming part of the BT
network.
3.2. If the Customer is migrating an
existing IP connectivity service
identical or substantially similar to
the
Broadband service or SIP service to
be provided by RPM from another
electronic communications provider,
the Customer must sign all
documents and complete all acts
reasonably necessary to give effect
to such migration. Any failure to do
so will mean that RPM is unable to
provide Broadband and/or SIP.
3.3. The Customer accepts responsibility
for virus checking, cleansing and/or
anti-spam filtering all incoming and
outgoing transmissions of data.
3.4. The Customer must not use, or
permit another person to use, the
Broadband service and/or SIP
service:
3.4.1.
to knowingly make available or
upload files that contain software,
data,
information or
other
material not owned by or licensed
to the Customer or that contain a
virus or corrupt data;
3.4.2.
to falsify the true ownership of
software, other material or
information or to falsify user
information;
3.4.3.
to publish, post, distribute,
disseminate, send, knowingly
receive, upload, download, use
or re-use material in breach of
copyright, privacy or any other
rights;
3.4.4.
to deliberately abuse any part of
a Service or act in such a way
which threatens the integrity or
security of any computer system
or to violate any restriction on the
size of emails;
3.4.5.
to post or send: (i) the same or
similar messages in multiple use
net or news groups; and/or (ii)
offtopic items to multiple use net
or news groups;
3.4.6.
to send or provide unsolicited
commercial
messages
or
communications or to degrade
the use of services by third
parties;
3.4.7. to avoid incurring or paying charges
for such usage;
3.4.8. to violate general standards of
internet conduct and usage, such
as denial of service attacks,
webpage defacement or port and
network scanning;
3.4.9.
to disclose passwords or forge
addresses;
3.4.10. to share network connections in a
manner enabling third parties to
access
and
use
such
connections; or
3.4.11. other than in accordance with the
acceptable use policies of any
connected networks.
4.
Restrictions on Service Levels
4.1. Broadband and SIP are not
available
outside the service
availability area and RPM shall
notify the Customer if this is the
case. The Site will be subject to a
survey and may be rejected if the
survey
indicates
supply
of
RPM Solutions Terms & Conditions May 2015
4.2.
4.3.
4.4.
4.5.
4.6.
4.7.
4.8.
Broadband or SIP is not technically
feasible or is not possible for
reasons beyond the reasonable
control of RPM, in which case RPM
shall notify the Customer of the
reason for such rejection. Dates for
a Site visit will be agreed in advance
with the Customer.
Broadband and SIP are not
available in the event that fibre optic
cable or radio access systems
provide and part of the link from the
Site to the local exchange.
Installation of the Service Equipment
is not a guarantee that Broadband
or
SIP
can
be
activated
successfully. If Broadband or SIP
cannot be activated RPM shall close
the Customer’s order without
charge.
The Customer acknowledges that the
maximum ADSL speed of up to 8Mb
is subject to various factors,
including without limitation, local
availability, distance of the Site from
the
nearest
service
enabled
exchange and line tests. Broadband
speed may be reduced by the
number of users accessing the
same internet connection at the
exchange and by rate adaptation of
routers. If the Customer’s line does
not support up to 8Mb, RPM will
offer the best speed available on the
Customer’s line.
Broadband
may
affect
the
performance of some of the
Customer’s PSTN equipment. RPM
shall use its reasonable endeavours
to notify the Customer of any such
equipment.
The Customer acknowledges that
during the installation of Broadband
there may be a temporary loss of
the analogue direct exchange
service available over the twisted
copper pair used to supply
Broadband.
The
Customer
acknowledges and accepts that any
incorrectly wired extensions to the
existing master socket found during
the installation shall be left
unconnected.
RPM accepts no responsibility Or
liability for the setting-up or
programming of any Broadband
Customer Equipment. RPM will not
provide any advice, technical
support or fault-finding support
relating to the operation or
configuration
of
Broadband
Customer Equipment.
SIP
supports
999/112
public
emergency call services and such
calls will be routed to the national
emergency call handling agents.
However the SIP services do not
operate in the same way as PSTN
fixed line 999/112 public emergency
call services and connection to such
services may not be possible in the
event of a service outage caused by
loss of the Customer’s connectivity
to the internet for whatever reason.
In such circumstances the Customer
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should use their PSTN line to make
the emergency call. Furthermore it
may on occasions not be possible
for emergency services personnel to
identify the Customer’s location and
telephone number. The Customer
must state this information promptly
and clearly when making an
emergency call.
4.9. RPM
will
use
reasonable
endeavours to ensure that the SIP
service fault desk is available
between 08.30 and 17.30 on
Working Days.
5.
Access to SIP
5.1. The point of connection at the Site
for
SIP is the pre-configured router to
be provided by RPM to the
Customer. RPM shall have no
responsibility or liability for any other
equipment (other than the Service
Equipment), which shall be the
responsibility of the Customer.
5.2. RPM shall issue the Customer an IP
address for use with SIP. RPM does
not own the IP address and access
to and use of this address is
controlled by the internet authorities
and its use is subject to any rules
which they may prescribe. RPM
reserves the right to withdraw or
change this address at any time,
with or without notice if for any
reason the address ceases to be
available.
5.3. SIP will not commence until,
in RPM’s opinion acting reasonably,
adequate and satisfactory testing
has been concluded.
6.
SIP Channels
6.1. The Customer must have the
Minimum Channels at all times.
6.2. Subject to paragraph 6.1 of this
schedule 3, the Customer may
increase or decrease the number of
Channels provided by RPM at any
time by notice in writing. RPM shall
action such request within 5
Working Days. Any additional
Channels shall not be subject to an
Initial Term.
7.
SIP Presentation Numbers
7.1. The Customer must comply with the
requirements of the CLI Code and
must ensure that the Presentation
Number is of a national significant
format, is allocated to the Customer
and that the Customer possesses all
necessary permissions in respect of
the Channels in question.
7.2. Where the Presentation Number is
not allocated to the Customer for
whatever reason, the Customer
must ensure that it has written
consent from the owner for its use
as a Presentation Number and that
such consent has not been
withdrawn.
7.3. The Customer acknowledges that
RPM has the right to suspend or
withdraw use of SIP if the Customer
is found to be in breach of this
paragraph 7.
8.
Payment for SIP
8.1. Charges for each month will be
calculated based on the number of
Channels at the end of the previous
month. In the event that the number
of Channels is increased or
decreased during a month, the
Charges will be applied pro rata.
8.2. The Customer acknowledges that
where relevant pro rata Charges
and credits will be calculated by
reference to calendar days, not
Working Days, and are based on the
relevant monthly billing period.
8.3. Notwithstanding clause 7.5 of the
Conditions, RPM reserves the right
to increase the Charges for SIP on
providing not less than 7 days prior
written notice to the Customer in the
event that any change in applicable
law or regulations results in
additional costs being incurred by
RPM.
9.
Termination and Suspension
9.1. Without prejudice to its other rights
under the Contract, RPM may
terminate or suspend the Contract
with immediate effect by notice in
writing if a network operator
relocates
any relevant DSLAM resulting in an
increased distance between the
exchange and the Site that means it
is not technically possible to provide
Broadband and/or the SIP at the
Site.
9.2. In the event that RPM terminates
the Contract under paragraph 9.1 of
this schedule 3 then it shall refund to
the Customer any Charges paid in
advance by the Customer on a pro
rata basis.
9.3. The following shall replace clause
16.2 of the Conditions in relation to
the Broadband service only: “The
Customer may terminate the
Broadband service by giving at least
90 days prior written notice to RPM,
such notice to expire at the end of
the Initial Term or thereafter for the
Service being terminated. The
Customer may terminate the
Broadband service independently of
another Service however the
Customer may only terminate the
Contract in its entirety once the
Initial Term for all Services provided
under the Contract has expired.”
9.4. The following shall replace clause
16.4 of the Conditions in relation to
the Broadband service only: “RPM
may terminate the Contract and all
Broadband
services
provided
thereunder at any time by giving not
less than 30 days prior written notice
to the Customer.”
Schedule 4 – Supplemental
provisions
for
System
Maintenance.
1.
Definitions.
1.1 “System Maintenance” means the
physical or hosted equipment
supplied by RPM that is maintained
according to the terms as set out
below.
RPM Solutions Terms & Conditions May 2015
1.2. “System Maintenance” also
includes the following terminology:
“PBX Maintenance”, “One-Path
Maintenance”, “NEC Maintenance”,
“Avaya Maintenance”, “Phone
System Maintenance”,
“Maintenance”.
1.3. “One-Path” includes the following
systems:
“Horizon”,
“One-Path
Cloud-Based”, “One-Path Business”,
“One-Path Medical”.
2.
Agreement Term. This Agreement
shall commence on the Installation
Date or continue on from any
existing Agreement currently in
place, or from the Start date and
shall continue thereafter for a
minimum period of Thirty-six (36)
months and shall then (except as
otherwise
provided
by
this
Agreement) automatically continue
from year to year unless and until
determined by either party giving to
the other not less than 90 days
notice in writing served, so as to
expire, where the equipment has
been purchased on any anniversary
of this Agreement after the Minimum
Period, or in the case of rental or
lease of the Equipment, on expiry of
such rental or lease if greater than
the Minimum Period.
3.
Maintenance and Repairs
3.1 Subject to Clause 3.2 the Company
will
maintain
the
Equipment
(including providing all necessary
spare parts at its expense) either by
its servants or agents or contractors
and the Customer shall provide
access to the Equipment for this
purpose.
The
Customer
will
promptly notify the company when
any fault in the Equipment occurs.
The Customer will allow the
Company access to its premises
and the Equipment to enable the
Company to perform its obligations
under this Agreement. Refusal to
allow such access will entitle the
Company to levy a charge. The
Customer will protect the health and
safety of the Company’s servants,
agents and contractors whilst they
are on the Customer’s premises and
will indemnify the Company against
any claims arising out of their failure
to do so.
3.2. The Customer will ensure that its
employees, contractors and other
third parties will not attempt to
maintain the Equipment or any
cabling attached thereto or to
change, reconfigure, reprogram,
revise the size or specification of or
otherwise alter the Equipment or
any cabling attached thereto during
the term of this Agreement.
3.3. Maintenance charges are agreed for
a specified list of equipment on
commencement of the contract
term. Changes to or additional
hardware installed by the Company
or a third party may be subject to
increased annual charges, outlined
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as
a
percentage
of
the
new/replacement hardware cost.
3.4. The Company shall not be obliged
to provide maintenance services
hereunder if any maintenance of the
Equipment is necessitated as a
result of any cause other than i) fair
wear and tear, or
3.4.1. The Company’s neglect or fault.
Causes other than fair wear and tear
or the Company’s neglect or fault
shall include, without limitation, the
following:
3.4.2. Failure or fluctuation of electric
power, air conditioning, humidity
control or other environmental
conditions; or
3.4.3. Accident, transportation, neglect,
misuse or default of the Customer,
its employees or agents or any third
party (including any defect caused
by BT Plc or any other operator
providing
telecommunications
service to the public); or
3.4.4. Any fault in any attachment or
associated equipment (whether or
not supplied by the Company) which
does not form part of the Equipment;
or
3.4.5. Any act of God, inclement weather,
fire, flood, war, act of violence, or
any other occurrence beyond the
reasonable control of the Company;
or
3.4.6. Any attempt by any person other
than the Company’s personnel to
change, reconfigure, reprogram,
revise the size or specification of or
otherwise alter the Equipment or
any cabling attached thereto or to
maintain the Equipment or any
cabling attached thereto.
3.5. Nothing in these Conditions shall
render the Company liable to the
Customer for any resulting or
consequential loss (including loss of
profits), damage or inconvenience
caused by any defect arising
howsoever to the Equipment.
3.6. The Company will (if it is able so to
do) at the request and expense of
the Customer repair or replace any
part of the Equipment which has
failed due to a cause other than fair
wear and tear.
3.7. The Company shall not be liable for
any delay or failure in performing its
obligations hereunder if any spare
parts are not available.
3.8. If a Customer requests the
Company’s service without good
reason (or in respect of any
Equipment or fault not covered by
the terms of this Agreement) the
Customer will be liable to pay to the
Company
further
charges
in
accordance with the Company’s
then subsisting scale of charges for
such services, such charges being
in addition to any other monies due
under this Agreement or under any
other Agreement between the
Company and the Customer.
3.9. The Customer must not attempt to
repair the Equipment in the event of
breakdown but must notify the
Company as soon as practicable
after the fault comes to the
Customer’s notice. If any damage or
breakdown has been caused by
default or carelessness of the
Customer or any third party or by a
mis-operation by the Customer or
any third party. The repair will be at
the expense of the Customer
3.10. The Customer shall ensure that all
system voicemail passwords are
changed from default to ensure
system security
4.
The
Company
provides
Maintenance as follows:
4.1. Premier is provided upon request
by the customer between the hours
of 8.30am and 5.30pm Monday
through to Friday, with a four
working hour response for critical
faults and a 18-27 working hour
response for non-critical faults
including
moves/add/changes
(excluding bank and other public
holidays in the United Kingdom).
4.2. Premier + is provided upon request
by the customer between the hours
of 8.30am and 5.30pm Monday
through to Sunday, with a four
working hour response for critical
faults and a 18-27 working hour
response for non-critical faults
including
moves/add/changes
(excluding bank and other public
holidays in the United Kingdom)
4.3. Total Care is provided upon request
by the customer within 24 hours per
day 365 days per annum with a four
hour response time for critical faults
and a 48-72 hour response time for
non-critical
faults
including
moves/add/changes.
4.4. In any case other than conditions
3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 3.9
above, the repair will be at the
expense of the Company.
4.5. When the Customer reports a fault
in the Equipment the Company will
respond either by:
4.5.1. providing advice by telephone
(including where appropriate advice
as to checks and tests to be carried
out by Customer); or
4.5.2. where
possible,
carrying
out
diagnostic
checks
from
the
Company’s premises; or
4.5.3. when considered necessary by the
Company visiting the Customer’s
premises where it has not been
possible to diagnose or clear a fault
in the Equipment using the
procedures in 4.6 and 4.7 above.
4.6. Where replacement parts for any
Equipment are provided by the
Company any parts removed from
the Equipment shall be the property
of the Company.
4.7. In rectifying a fault to the Equipment
it may be necessary for the
Company to reset the Equipment
software
program.
In
such
circumstances the Company will not
be responsible for any resetting of
the Customer’s (or its employees’)
RPM Solutions Terms & Conditions May 2015
individual
programming
requirements.
4.8. The Company may (where repairs
cannot be effected by component
replacement) provide replacement
Equipment
(including,
without
limitation, assemblies and subassemblies including telephones
and handsets) PROVIDED THAT all
details are recorded on the
Company’s engineer’s service report
and acknowledged at the time of
replacement by the signature
thereon of the Customer or its
representative, that any replacement
Equipment shall be agreed by the
Customer
as
a
permanent
replacement for the Equipment
removed.
5.
Schedule 5 – One-Path CloudBased Service Level Agreement.
5.1. “Service
Availability”
Service
Availability is defined as the ability of
a Service to perform its required
function over a stated period of time.
It is reported as the percentage of
time that a Service is actually
available for use by the Customer
within agreed Service Hours.
Availability is calculated as: [(Total
no. of mins - unplanned downtime x
100)/Total no. mins in measurement
period].
5.1.1. “Core Services” are defined as
Gamma Switching infrastructure,
transmission equipment and core
network, the service that supports
call routing and termination.
5.1.2. “Non-Core
Services”
include
access to the portal and feature
based services such as Auto
Attendant, Call Recording, and
Unified Messaging.
5.1.3. The Service Availability and other
measures with the SLA relate to the
core One-Path service and does not
include access or local CPE
elements.
5.2 If a Service is partially available then
the Unplanned Downtime shall be
calculated in equal proportion i.e. if
a service is 50% available then the
unplanned
downtime
will
be
calculated as: [50% x elapsed
period of the incident]. Availability
Measurement Period: 1 Calendar
month.
5.3 One-Path user subscriptions will be
available 99.95% of the time within a
calendar month.
5.4 One-Path Graphical User Interface
(GUI) will be available to end
customers 99.9% of the time.
5.4.1 Auto-Attendant, Call Recording and
Unified Messaging subscriptions will
be available 99.0% of the time.
5.5.
Service credits will be
applicable should the level of core
service availability not meet the
target monthly percentage, as per
the table below. Service Credits
applied to Monthly Channel rental
charges only. Service credits would
need to be requested with evidence
of services that you feel have been
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impacted. Any agreed service
credits would be satisfied by the
issue of a credit note to be deducted
from the next scheduled payment to
be made to RPM.
6.2.
Target
Measured
Availability Availability
99.95%
Service
Credit
99.90%99.94%
10%
99.5% 99.89%
15%
<99.5%
25%
6.3.
6.4.
5.5.1. Service credits are not applicable
against
Fault
Rectification
performance metrics (5.6).
5.6. Fault Rectification – Subject to the
fault process detailed, the following
definitions will be applied to faults
raised on the One-Path platform.
5.6.1. Category A – Major – Service
interruption affecting 50% or more of
handsets. Response and resolution
aimed for the same day.
5.6.2. Category B – Moderate – Service
interruption affecting 1 or 2
handsets. Response and resolution
aimed at end of next working day.
5.6.3. Category C – Minor – Non Service
affecting
issues
incl.
change
requests. Response and resolution
aimed within three working days.
5.7. One-Path call quality performance –
As a means of determining and
measuring the call quality of the
One-Path service, RPM measure
the call quality of calls passing
through the core IP network and
Session Border Controls (SBCs).
The performance is measured using
Perceptual Evaluation of Speech
Quality (PESQ) score that cover a
scale from 1 (bad) to 5 (excellent)
for call quality.
5.7.1. The
RPM
One-Path
product
supports the following codecs G.711
and G.729. As standard, G.729 is
used on our One-Path systems.
Mean average PESQ score for
G.729 codec = 3.7 across a period
of one calendar month.
5.7.2. Targets are measured by probes
within RPM’s core network.
5.7.3. Service credits are not applicable
against these performance metrics,
and the scores relate to the
averages
across
all
network
elements relating to the One-Path
service.
6.
Maintenance Charges.
6.1. Subject as hereinafter mentioned all
charges shall be payable in
advance,
the
first
annual
maintenance charge to be made
6.5.
6.6.
7.
7.1.
7.2
7.3.
7.4
7.5.
upon the Installation Date and
subsequent annual maintenance
charges to be made in advance on
each anniversary of the Installation
Date.
All VAT payable on the charges
under this Agreement shall be paid
by the Customer at the time of
payment of such charges.
The Company reserves the right to
adjust the Company’s annual
maintenance charges for payments
falling due on or after the expiry of
the first anniversary of the
Installation Date by notification of
the increase by invoice to the
Customer at least one month before
the adjustment is to take effect.
No work or maintenance shall be
undertaken by the Company if at the
time such work is requested the
Customer has failed to pay any
outstanding monies due to the
Company.
All charges not paid within seven
days of the due date shall bear
interest from the due date at a rate
of 15% per annum.
The Company shall be entitled to
exercise a lien over any Equipment
or other goods belonging to the
Customer in the Company’s power,
possession, custody or control as
security for any charges or other
monies due from the Customer to
the Company whether or not
invoiced.
Miscellaneous
This Agreement may not be
assigned by the Customer to any
third party without the consent of the
Company such permission not to be
unreasonably withheld and the
assigning Customer hereby agrees
to pay to the Company an
assignment fee of £75.00 in respect
of any such assignment. Upon
assignment, this Agreement is
deemed to cover the person taking
the assignment from the Customer
for the Minimum Period.
The Company shall not be liable for
any delays to or failure to execute
any work or repair, replacement,
alteration to, or removal of the
Equipment
due
to
any
circumstances beyond the control of
the Company and the Company’s
obligations in that behalf shall be
suspended during any period of any
such delay or failure beyond its
control.
The Company may assign the
benefit of or its rights under this
Agreement
by
notifying
the
Customer in writing.
The Company may subcontract any
or all of its obligations covered by
this Contract to a third party without
notifying the Customer.
All consumables required to enable
the Company to rectify any defects
in the Equipment including, without
limitation, cassette tapes, print
ribbons, toner, developer, paper and
RPM Solutions Terms & Conditions May 2015
7.6.
7.7.
7.8.
7.9.
7.10.
7.11.
7.12.
paper rolls will be provided by the
Company or its approved supplier at
the expense of the Customer unless
specified in this Agreement.
The Customer will promptly notify
the Company of its intention to
change the address at which the
Equipment is installed. In the event
that the Equipment is removed to
another address the Company shall
be relieved of its obligations under
this Agreement whereupon any
outstanding
liabilities
of
the
Customer will become immediately
payable
to
the
Company
PROVIDED THAT the Company
shall be entitled to elect to continue
to provide maintenance services in
respect of such Equipment on the
terms specified in condition 6.7
below.
If the Equipment is moved to other
premises and the Company elects to
continue to provide maintenance
services, the Company will be
entitled to increase the maintenance
charge
payable
under
this
Agreement, to cover any additional
costs to the Company in providing
maintenance services at the new
location.
The Company shall be entitled to
inspect the Equipment before
accepting any request to undertake
any maintenance obligations in
respect of such Equipment.
Any amendment to the terms of this
Agreement will not be binding
unless confirmed in writing by the
Managing Director of the Company
prior to the Installation Date.
If any provision of this Agreement is
held by any competent authority to
be invalid or unenforceable in whole
or part the validity of the other
provisions of this Agreement and the
remainder of the provisions in
question shall not be affected
thereby.
RPM Solutions does not warrant
that
the
Products,
however
configured, are immune from
fraudulent or unauthorised intrusion,
connection, attack or use (including,
without limitation, connection to
voice
or
data
networks
or
connections, or attacks or intrusion
of, or by means of virus, worm,
trojan horse or other malicious or
unauthorised code) and accordingly
RPM Solutions will not be liable for
any loss, damage, cost or expense
directly or indirectly occasioned
thereby.
If call recording is a chosen addition
to RPM’s One-Path cloud-based
service, recorded calls will be stored
in the cloud for a maximum of six
months before being automatically
deleted. It is The Customers
responsibility to download call
recordings to their own storage
device.
RPM
accepts
no
responsibility for external storage
devices or if calls are not
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downloaded within the six month
window.
8.
Fair Usage Policy
8.1. RPM Solutions reserve the right to
provide free calls to 01, 02, and 03
number from Cloud-Based and SIP
services. RPM also reserve the right
to provide free calls to mobile
networks where applicable - FM1,
FM3, FM4, FM5 and FM6.
8.2. This offering will be subject to the
following conditions:
8.2.1 The total number of calls per user
from an endpoint shall not exceed
2,000 minutes per month to
01/02/03 terminations and shall not
exceed 2,000 minutes per month to
mobile destinations.
Any users
exceeding that limit will be subject to
a per minute price for the total
volume of calls per user account
according to the existing IP rate card
currently associated with the
account.
In addition calls to
numbers beginning 03 shall not
exceed 15% of the total calls to
geographic numbers for that user.
8.2.2 RPM Solutions reserve the right to
withdraw the offer from customers
that materially reduce their overall
spend on all services with RPM from
their current billing levels. The
contractual period of notice will be
given prior to any withdrawal.
9.
Termination
9.1. Notwithstanding
anything
else
contained herein this Agreement
may be terminated:
9.1.1. By the Company forthwith on giving
notice in writing to the Customer, if
the Customer shall fail to pay any
sum due under the terms of this
Agreement or any other Agreement
between the Company and the
Customer (otherwise than as a
consequence of any default on the
part of the Company) and such sum
remains unpaid for 14 days after
written notice from the Company
that such sum has not been paid
(such notice to contain a warning of
the
Company’s
intention
to
terminate); or
9.1.2. By either party forthwith on giving
notice in writing, by recorded
delivery, to the other if the other
commits any material breach of any
term of this Agreement (other than
any failure by the Customer to make
any payment hereunder in which
event the provisions of paragraph
7.2) above shall apply) and (in the
case of a breach capable of being
remedied) shall have failed within 90
days after the receipt of a request in
writing from the other party so to do
to remedy the breach (such request
to contain a warning of such party’s
intention to terminate); or
9.1.3. By either party forthwith on giving
notice in writing, by recorded
delivery, to the other, if the other
party shall have a receiver or
administrative receiver appointed of
it or over any part of its undertaking
9.2.
9.3.
9.4.
9.5.
or assets or shall pass a resolution
for winding up (otherwise than for
the purpose of a bona fide scheme
of
solvent
amalgamation
or
reconstruction);
a
court
of
competent jurisdiction shall make an
order to the effect or if the other
party shall become subject to an
administration order or shall enter
into any voluntary arrangement with
its creditors or shall become
bankrupt or shall cease or threaten
to cease to carry on business.
Any termination of this Agreement
howsoever occasioned shall not
affect any accrued rights or liabilities
of either party nor shall it affect the
coming into force or the continuance
in force of any provision hereof
which is expressly or by implication
intended to come into or continue in
force on or after such termination.
Upon the termination of this
Agreement,
for
any
reason
otherwise than by the Customer in
accordance with Clause 7.2 above
the Customer shall not be entitled to
reimbursement of any pro rata part
(calculated on a time basis) of any
maintenance
charge
paid
in
advance.
Any notice required to be given
hereunder shall be served by
posting the same by first class
recorded delivery post to the
registered office of the party to be
served (in the case of a company) or
to the installation address specified
overleaf (in the case of an individual
firm or partnership). Any notice
served hereunder, shall be deemed
to have been received 48 hours
after posting. In proving service by
post it shall only be necessary to
prove that the communication was
contained in an envelope, which
was duly addressed and posted in
accordance.
Notice in writing is should be served
to RPM Business Communications
Ltd (Registered in England with
company
number
8854663)
Registered office:
Europa House, Southwick Square,
Southwick, West Sussex, BN42 4FJ.
Tel: 03336006999: F: 03336007999
E: [email protected]
RPM Solutions Terms & Conditions May 2015