Terms & Conditions
The "Agreement" is the Convergence Communications Ltd maintenance support contract and order terms.
For the purposes of the Agreement, "the Company" means Convergence Communications Limited and "the Customer" means the Customer as named on the Convergence maintenance support contract and order form.
The "Equipment" is the equipment, software, cabling or peripheral devices as specified in the cover box or in the description on the Convergence maintenance support contract or order from.
1. Order terms
The terms of order are to be negotiated by both the company and the customer at the point of sale and confirmed in writing on the order form.
2. Maintenance Agreement term
This agreement shall commence on the date shown at the top of form below the agreement number, or shall continue on from any existing agreement.
The "minimum period" of cover is twelve months after which (except as otherwise provided by this Agreement) cover will continue on a year-to-year basis. Either party has the right to terminate the Agreement by giving not less than 90 days notice in writing served, so as to expire on any anniversary of the Agreement after the minimum period.
There will be consideration given to customers who require early termination of contract on a case by case basis attributable to the discretion of the company.
3. Maintenance charges
It is a condition of continued cover that charges payable are settled in advance of cover. The first payment shall be made on the installation date (if required) and any subsequent payments before the cover expires in the following year.
i) The Company reserves the right to adjust annual maintenance charges only by giving the Customer at least 30 days notice of such adjustments by invoice, after the first anniversary of this agreement.
ii) In the event that the Customer has not paid the Company any outstanding monies and requests additional work or a maintenance visit, it is a condition of this visit that the outstanding monies be settled in full prior to commencement of work or a visit being scheduled.
iii) All charges not paid within seven days of the due date will attract interest from the due date, accruing on a daily basis, at 2% above the bank lending interest rate at the time. This shall be calculated using the base rate of the National Westminster Bank PLC.
iv) The Company shall be entitled to exercise a lien over any equipment, software or other goods belonging to the Customer in the Company's power, control or possession as security for any charges or other monies due from the Customer to the Company whether invoiced or not.
4. Maintenance and repairs
(i) Subject to clause 3
(ii) The Company will provide maintenance cover and any spare parts as necessary to fulfil the Company's obligations under this Agreement. This cover will be provided by the Company's employees, agents, or contractors.
The Customer agrees to give uninhibited access to the premises where the Equipment is located to allow the Company to discharge its obligations under the terms of this agreement.
It is a condition of this Agreement that the Customer shall notify the Company promptly of any fault with the Equipment. This may be by telephone, letter, fax or e-mail.
Telephone calls may be recorded for verification purposes.
In the event that the Customer will not allow access for whatever reason, the Company reserves the right to charge the Customer for an abortive visit.
It is a condition of this Agreement that the Customer agrees to protect the health and safety of the company's employees, agents or contractors whilst they remain on the Customer's premises. Failure to comply with this requirement entitles the Company to indemnity from the Customer in the event of a claim or claims arising due to the Customer not providing such protection.
(iii) The customer will not and furthermore will ensure that its employees, agents, contractors or other third parties will not attempt to maintain the Equipment or any other peripheral devices attached to the Equipment. Furthermore, the Company shall not allow any of the aforementioned persons to change, reconfigure, reprogram, revise the size or specification or otherwise alter the Equipment or any of it's peripherals during the term of this agreement.
(iv) The Company is under no obligation to provide maintenance services hereunder if such maintenance services are required for any cause other than
a) fair wear and tear, or
b) the Company's fault or neglect.
For the purposes of clarification, causes other than fair w
(a) Any fault in any attachment or peripheral equipment which does not form part of the Equipment as covered under this agreement (whether or not supplied by the Company) ;or
(a) Any attempts by any other person other than the Company's employees, agents or contractors to reconfigure, change, reprogram, revise the size or specification of or otherwise alter the Equipment or any cabling attached to it or to maintain the Equipment or any cabling attached to it; or
(b) Failure or fluctuation of the electricity supply, air conditioning, humidity control or other environmental conditions; or
(c) Neglect, misuse, transportation, accident or default of the Customer, it's employees, agents, contractors or third parties (specifically including any defects caused by service providers such as British Telecommunications plc and others); or
(d) Any act of God, fire, flood, war, act of violence, inclement weather or any other occurrence beyond the reasonable control of the Company.
v) In the event of the Customer suffering a failure due to anything other than fair wear and tear, the Company will provide (where it is able) a replacement or repair the Equipment at the Company's expense, such expense to be agreed between the Company and the Customer before such commencement of work.
vi) Nothing in these conditions shall render the Company liable to the Customer for any resulting or consequential loss, inconvenience or damage caused by any defect arising howsoever to the equipment or peripherals attached thereto.
vii) In the event of a fault or breakdown, the Customer must not attempt to repair the Equipment but must notify the Company as soon as possible after the fault or breakdown is brought to the notice of the Customer.
viii) If any spare parts are not available, the Company shall not be liable for any failure or delay in discharging it's obligations within this Agreement.
ix) In the event of damage or breakdown being caused by carelessness or default of the customer, it's agents, contractors or other third parties, repairs will be made at the expense of the Customer, such expense to be agreed between the Company and the Customer prior to the commencement of work.
x) In the event that the Customer requests the Company to conduct work as provided for within this Agreement without good reason (or in respect of any equipment or peripheral device not covered in this Agreement) the Customer shall be liable to pay further charges to the Company. These shall be at the Company's prevailing rate for such work at the time, such charges being in addition to those levied for this Agreement or any other agreement between the Customer and the Company.
The Company offers two levels of service under this Agreement. The level of service provided will be included under the description of the cover on the maintenance support contract.
Premier service provides for 24-hour cover, seven days per week, 365 days a year. This service is provided upon request by the customer.
Standard service provides for coverage between the hours of 08.30hrs to 17.30hrs, Monday to Friday inclusive (excluding Bank Holidays and any other public holidays). This service is provided upon request by the Customer. Any service provided outside this times with Standard service would attract an additional charge, payable by the Customer.
In the event of a complete failure of the Equipment, the Company shall use its best endeavours to respond to a request for service within 4 hours of receipt of the request from the Customer. In all other cases, the Company shall use its best endeavours to respond to a request for service within 48 hours of receipt of the request from the Customer.
In both these cases, the timescale is dependant upon which level of service the Customer has selected.
xi) The repair shall be at the expense of the Customer in any case other than ii), iii), iv), v), vi), vii) and viii) above.
xii) In the event that the Company cannot provide replacement component parts, the Company may provide replacement Equipment or parts thereof, provided that the required parts are recorded on the engineers fault report sheet, being acknowledged by the Customer or its representative at the time of replacement. Furthermore, any replacement Equipment or part thereof shall be agreed by the Customer as a suitable and permanent replacement for the Equipment or part thereof removed.
xiii) Where replacement parts or Equipment or parts of equipment are provided by the Company, the parts removed from the Equipment will become the property of the Company.
xiv) In the event of the Customer reporting a fault with the Equipment, the Company will take one or several of the following courses of action:
a) Provide telephone support (including if appropriate advice as to tests/checks to be carried out by the Customer); or Carry out diagnostic and preventative support from the Company
5. Miscellaneous terms
i) This Agreement may not be re-assigned to any third party without the written permission of the Company. Such permission will not be unreasonably withheld. The person or organisation taking assignment from the Customer agrees to abide by the terms of this Agreement and the Agreement is deemed to continue in force under the conditions immediately prior to assignation.
ii) In the event that the Company is unable to fulfil it's obligations under this agreement due to failure to complete work or repair, replacement, alteration to or removal of the Equipment due to circumstances beyond the Company's control, the obligations of the Company shall be deemed to be suspended until such time as the Company is able to discharge it's obligations.
iii) Clause Removed
iv) All VAT or other Government taxes levied in the future relating to invoices to the Customer from the Company shall be paid by the Customer. Prices shown in this Agreement are exclusive of these taxes.
v) Unless specifically provided for in this Agreement, all consumables including but not limited to cassette tapes, CD's, disks, print ribbons, paper and paper rolls, toner, developer and cartridges will be provided by the Customer or its approved supplier in accordance with the instructions of the manufacturer or manufacturers of the equipment.
vi) The Company reserves the right to inspect the Equipment or parts thereof before accepting any request to undertake service obligations on such Equipment or parts thereof.
vii) Any amendments deemed necessary to the specification of the Equipment prior to the date of commencement of the Agreement will not be deemed as binding unless confirmed by a Director or Company Secretary of the Customer in writing.
viii) In the event that the Customer elects to move the Equipment to other premises, the Company reserves the right to alter the charge payable to the Company to cover any additional costs incurred by the Company in discharging its obligations under this Agreement.
ix) In the event that the Customer intends to move the Equipment to new premises, the Company must be notified in writing. If the Equipment is moved by the Customer, its agents, contractors or a third party, the Company's responsibilities under this Agreement shall immediately cease. Should the Customer require the Company to continue providing service, the Company will consider this in light of clause (viii) above.
xii) Under the circumstances that any provision in this Agreement is deemed to be unenforceable or invalid in whole or part by a competent authority, then the remainder of the provisions shall not be affected thereby.
i) This agreement may be terminated, notwithstanding anything else contained herein:
a) By the Company, forthwith, on giving notice in writing to the Customer in the event that the Customer fails to pay any sum(s) due under the terms of this Agreement (otherwise than as a consequence of any default on the part of the Company); or
b) By either party in the event that either the Company or the Customer having an administrator or receiver appointed of it over any of its undertaking or assets or shall pass a resolution of winding up (other than 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 in the event of bankruptcy or in the event of ceasing or threatening to cease carrying on business.
c) By either party forthwith on giving notice in writing 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 a) above shall apply) and (in the case of a breach that is capable of remedy) shall have failed within 60 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).
ii) Upon termination of this agreement by either the Customer or the Company, the Customer shall not be entitled to any reimbursement due to early termination of this Agreement.
iii) In the event of any termination of this Agreement occasioned in any manner shall not affect any accrued rights or liabilities of either party. In addition, nor shall it affect the coming into force or the continuance of force of any provision hereof which, is expressly or by implication intended to come into or continue in force on, or after, such termination.