STANDARD TERMS AND CONDITIONS OF SALE
1. Definitions in these conditions:
1.1 “Go Giraffe Limited” means Go Giraffe Limited and any successor in title.
1.2 The “Customer” means any individual or group of individuals, partnership or company purchasing goods or services supplied by Go Giraffe Limited.1.3 The “Supplier” means any supplier of goods or services to Go Giraffe Limited.
1.4 network provider” means the organisation that carries calls to and from the Customer and/or provides other network services to the Customer.1.5 The “Installation Address” means the address for delivery and installation of the equipment stated on the contract.1.6 “Equipment” includes hardware and software supplied by Go Giraffe Limited.1.7 “Managed Service Agreement” also known as MSA, means the contract relating to the provision of the Services in the form provided by Go Giraffe Limited from time to time incorporating these terms and conditions.
2. General
2.1 These terms and conditions of sale shall apply to all transactions between Go Giraffe Limited and the customer and shall prevail over any purchase terms and conditions of the Customer and any correspondence unless specifically varied in writing and signed by an authorised officer of Go Giraffe Limited.2.2 No time or indulgence granted to the Customer by Go Giraffe Limited, nor any relaxation of these Terms and Conditions, nor any failure to exercise any of its powers or partial exercise of them by Go Giraffe Limited shall constitute a variation or waiver of these terms and conditions.2.3 Where there are two or more parties as Customer they are liable individually and together.2.4 The headings to these terms and conditions are for ease of reference only and do not affect their interpretation.2.5 All descriptions, drawings and specifications in brochures or other advertising material are for general information only, and do not form part of any contract, unless expressly included.
2.6 Go Giraffe Limited may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Go Giraffe Limited will publish the details of the updated conditions on the Go Giraffe Limited website www.RubixVT.com a minimum of two weeks prior to the changes coming into effect. (1 month notification will be provided with regards to charges).
3. Quotations/Proposals
3.1 Go Giraffe Limited’s Quotations are valid for 30 days from date to date of issue unless otherwise stated. Orders by Customers are subject to acceptance by Go Giraffe Limited.
3.2 Go Giraffe Limited may cancel acceptance of an order within 45 days of a pre-installation survey. On cancellation Go Giraffe Limited shall repay any Customer deposit already paid and neither party shall be liable to the other for any further sums. A pre-installation survey does not constitute any Part of this agreement.3.3 Go Giraffe Limited shall have the right to pass on increases in manufacturers and Suppliers prices between order and delivery at cost.3.4 Carriage will be charged to the Customer at cost.3.5 The Customer is solely responsible for all charges levied by the network provider.
4. Delivery inspection and installation
4.1Delivery dates are quoted in good faith and take account of current lead times but are not guaranteed and Go Giraffe Limited will not be responsible for delays or expense arising from the acts or omissions of others or matters outside its control.4.2 In the case of contracts requiring installation: 4.2.1 Go Giraffe Limited will deliver the equipment to the Installation Address . 4.2.2 the customer will store the delivered equipment in a safe environment until installation and will be responsible for any damage caused. 4.2.3 the Customer is responsible for checking that the installation is operating in accordance with the Customer’s expectations of its capabilities before Go Giraffe Limited’s engineers leave the site.
4.2.4 if the Customer has entered into a hire agreement relating to the equipment the Customer will confirm its satisfaction with the equipment to the hire company immediately the hire company requests it or if later immediately the Customer is satisfied.4.3 In all other cases:
4.3.1 Go Giraffe Limited will deliver the equipment to the Customer at Go Giraffe Limited’s premises. Or, if expressly agreed, at an address in England, Wales and Scotland specified by the Customer at the Customer’s cost. 4.3.2 Go Giraffe Limited accepts no liability for damage or shortages unless both the carrier and Go Giraffe Limited are notified within five days of delivery; and the Customer has retained the packaging and any documentation for inspection; and, in the event of the goods not having been checked by the customer on delivery, the carrier’s receipt is marked “unexamined”.4.4 The Customer shall at all times provide access to Go Giraffe Limited, its employees or agents for the fulfilment of Go Giraffe Limited’s obligations.4.5 The customer shall at its own cost obtain all wayleaves, permissions and rights of access necessary for the performance of Go Giraffe Limited’s obligations.4.6 If Go Giraffe Limited is unreasonably prevented from carrying out its obligations Go Giraffe Limited may make an additional charge to the Customer to cover the loss so incurred.
4.7 Go Giraffe Limited will not be liable for the failure by the network provider to properly carry out any associated works or for delay in the provision of any such works or for the quality of workmanship of the network provider’s engineers or for any consequential loss as a result of any such works.4.8 Unless otherwise agreed in writing the Customer is responsible for providing a safe working environment which complies with any statutory provisions for the time being in force. Suitable lighting, heating, and power supplies are to be made available.4.9 Go Giraffe Limited will carry out installations in accordance with any mandatory standards for the time being in force and in accordance with the recommendations of the equipment manufacturer. Where deviations from non-mandatory requirements are made at the Customer’s request, the request, the customer assumes responsibility for the consequences of these deviations.4.10 Go Giraffe Limited may subcontract the whole or any part of the installation work to suitably qualified companies or individuals.4.11 Where Go Giraffe Limited subcontracts work that it is not capable of carrying out itself, e.g. building works, electrical installation involving medium or high voltages or work required to be carried out by specialist firms such as BT by reason of legislation, it does so at the Customer’s agent and shall not be liable for any loss incurred as a result of any act or omission of the subcontractor.4.12 No returns of goods will be accepted by Go Giraffe Limited unless agreed in advance.4.13 If Go Giraffe Limited is prevented for an aggregate of 45 days or more from installing equipment or otherwise carrying out its obligations as a result of any delay, refusal, restriction or default by the Customer, then the Customer shall be deemed to have cancelled the order and the terms of clause 5.10 shall apply.
5. Payment
5.1 Payment of all consultation fees must be made within 14 days (including weekends and Bank Holidays) of the date of Go Giraffe Limited’s invoice. 5.2 Go Giraffe Limited may require the payment of a deposit upon acceptance of the Customer’s order.5.3 Subject to clauses 3.2 and 5.9 any customer deposits are non-refundable unless otherwise stated.5.4 Subject to condition 5.5, in the case of contracts requiring installation, the Customer will settle Go Giraffe Limited’s account within 14 days of completion of the installation notwithstanding any delays in commissioning the equipment into service.5.5 Where the work is completed in stages, Go Giraffe Limited shall have the right to submit invoices to the customer, for settlement as above, on completion of each stage of the contract or delivery of goods, for goods or services supplied.
5.6 Payments can be made by credit or debit cards, in such cases a processing fee of up to £5.00 for debit cards and up to 5% for credit card transactions will be applied in all cases.
5.7 In supply only contracts the Customer will settle Go Giraffe Limited’s account on receipt of Go Giraffe Limited’s invoice.5.8 If any payment is not made on the due date the customer will pay interest on the amount outstanding at 8% per month until paid, after judgement as well as before.
5.9 Go Giraffe Limited will charge and invoice the Customer for VAT at the rate applicable at the time of supply of the goods or services.5.10 No cancellation, suspension or variation of an order requested by a Customer shall be valid unless agreed by Go Giraffe Limited in writing, and in case of cancellation before installation shall be subject to a payment by the Customer to Go Giraffe Limited of compensation for expense incurred in connection with the order and for loss of profit amounting to 20% of the invoice value or £500 whichever is the greater.5.11 If any sums are not paid within 14 days of the due date the Customer authorises Go Giraffe Limited to have unrestricted access to its premises during business hours to remove all the equipment wiring and sockets, and will pay to Go Giraffe Limited the full contract price less any sums Go Giraffe Limited receives in re-selling the equipment.
5.12 The customer accepts that they are entering into a fixed term rental agreement for the equipment and services detailed on the MSA (Managed Service Agreement) agreement/order form, and that at no time during the agreement or after the minimum term has elapsed do they own any or all of the equipment detailed, except in the case of the Alarm System Packages where the client owns the equipment at the end of the contractual term. Upon the minimum term of this rental agreement being completed by the customer, Go Giraffe Limited may own the title of the goods and the customer, at their own cost, shall be required to return within 7 days of the end of the rental period, all of the aforementioned equipment. If the customer fails to return the equipment within the 7 day period Go Giraffe Limited are entitled to invoice the customer for 40% of the original order value/turnover of the contract and automatically debit this amount from any direct debit mandate that may be set up in Go Giraffe Limited’s favour at that time.
6. Liability
6.1 Go Giraffe Limited’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers’, employees’, agents’ or subcontractors’ negligence is limited.6.2 Go Giraffe Limited’s liability for any direct loss or damage to tangible property caused by the negligence of Go Giraffe Limited, its employees or agents shall be limited to £500,000 and Go Giraffe Limited shall be under no liability in contract or otherwise for any direct loss or damage to tangible property arising from any other cause than Go Giraffe Limited’s negligence.6.3 Go Giraffe Limited shall be under no liability whatsoever in respect of any indirect or consequential loss (including but not limited to any loss of profits, business or anticipated failing) of any nature whether or not such losses be caused by the negligence of Go Giraffe Limited, its employees or agents.6.4 Go Giraffe Limited undertakes to use its reasonable endeavours to supply to the Customer the goods or services ordered, but Go Giraffe Limited shall not be liable to the Customer for any loss caused by failure to supply goods or services ordered where the failure is caused by the unavailability of goods or services to Go Giraffe Limited.
6.5 With regards to Alarm system packages, Go Giraffe Limited are responsible for the installation of the hardware specified on the MSA/Order Form only. All other responsibilities lie with the owner of the business/premises.
7. Warranties
7.1 Where Go Giraffe Limited deals with the Customer as a consumer as defined in the Unfair Contract terms Act 1997 and because the circumstances of use are beyond the control of Go Giraffe Limited, no warranty of fitness for any particular purpose is given. 7.2 The purchaser must satisfy themselves that the equipment ordered will meet their requirements. Go Giraffe Limited will provide equipment in full working order and suitable for its designed purpose provided that the equipment is used by the Customer in manner intended by the manufacturer, it is not tampered with or modified without Go Giraffe Limited’s written approval or subjected to unusual physical or electrical stress, hazard, misuse or transportation.
7.3 Where a manufacturer’s warranty applies the Customer agrees to be bound by the manufacturers warranty conditions and will liaise direct with the manufacturer’s service agent.
7.4 The above conditions are in addition to and do not override any statutory provisions which shall override these conditions where necessary. 8. Property and Risk
8.1 The equipment shall be at the Customer’s own risk from the date of delivery to him or to any carrier or agent or servant acting on his behalf.8.2 The equipment will remain the property of Go Giraffe Limited until Go Giraffe Limited has received payment in full.8.3 Until property in the equipment passes to the Customer in accordance with condition 8.2 the Customer will hold the equipment on a fiduciary basis as bailee for Go Giraffe Limited and will hold the equipment separately from any other equipment or goods clearly identified as the property of Go Giraffe Limited but the Customer shall be entitled to use the equipment in the ordinary course of its business.8.4 Until property in the equipment passes to the Customer in accordance with condition Go Giraffe Limited 8.2 shall be entitled at any time to require the Customer to deliver up the equipment to Go Giraffe Limited and if the Customer fails to do so forthwith to enter upon the premises of the customer in accordance with clause 5.10 And repossess the equipment. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the equipment which remains the property of Go Giraffe Limited.
9. Third party rights
For the avoidance of doubt nothing in these conditions shall confer on any third party any benefit or the right to enforce any term conditions.
10. Proper law of contract
Any contract entered into under these terms and conditions is subject to the law of England and Wales and will be subject to the jurisdiction of the English courts.
NETWORK SERVICE AGREEMENT TERMS AND CONDITIONS
1. INTERPRETATION
1.1 In these Conditions:
The Act: Refers to the Refers to the Telecommunications Act 1984
“Contract”: is the contract for the supply of the Service Customer: is the person cited in the Network Service Agreement for whom the Supplier has agreed to provide the Service in line with these Terms.
“Equipment”: is the equipment detailed in the Network Service Agreement Input Material: this includes any documents and other materials and all required data and all other information provided by the Customer in relation to the service.“Network Service Agreement”: refers to the Network Service Agreement described herein.“Supplier”: Go Giraffe Limited, a Limited company incorporated and registered in England and Wales with company number 14735485 whose registered office is at Sussex Innovation Centre Science Park Square, Falmer, Brighton, England, BN1 9SB.“Service”: this is the telecommunications service detailed as outlined in the Network Service Agreement to be supplied to the Customers telephone lines by the Seller.
1.2 References to legislative provisions are to be understood as a reference to that provision as amended, re-enacted or extended at the relevant time.1.3 Headings do not affect interpretation and are provided for convenience only.
2. SUPPLY OF THE SERVICE
2.1 The Service and Equipment shall be supplied by the Supplier to the Customer subject to these Terms.2.2 Variations to these terms will only be binding when agreed in writing by the Supplier.
2.3 It is the Customer, who at its own expense will supply the Supplier with all necessary documents and other materials as well as all necessary data and other information connected to the Service and the Equipment within sufficient time to enable the Supplier to make available the Service and the Equipment in line with the contract. The Customer has the responsibility to ensure all Input Material is accurate.2.4 Duplicate copies of all Input Material will be retained by the Customer at its own expense in order to insure against accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however, caused.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.2.6 Where the service has been superseded with a similar or improved product, the Supplier reserves the right to alter the specifications of the Service and/or the Equipment after acceptance by the Customer.2.7 The Supplier reserves the right to change the specification of the Service and/or the Equipment so that the Service conforms to any applicable safety or other statutory requirements.
3. PRICE OF THE SERVICE
3.1 The price of the Service shall be the relevant price at the time the Service is in use as determined by the tariff stated in the Network Service Agreement.3.2 Any applicable value added tax, import or export duties or other taxes or duties are payable by the Customer in addition.3.3 The Supplier shall be entitled to vary the tariff stated in the Network Service Agreement from time to time by giving not less than one month written notice to the Customer.
4. TERMS OF PAYMENT
4.1 In terms of payment, the Customer will be invoiced by the Supplier for outstanding monies on a monthly basis.4.2 Outstanding sums are payable in full in line with the date detailed on the invoice. Payments must be made by Direct Debit.4.3 Where payment is not made by direct debit Go Giraffe Limited will make a monthly charge of £15.4.4 The Supplier has the discretion to submit invoices to the Customer via email.4.5 Where payment is outstanding on the due date the Supplier may:4.5.1 cancel the Contract;
4.5.2 stop providing the Service;
4.5.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8 per cent per month (or part of a month) until payment in full is made;
4.5.4 demand immediate payment of all outstanding sums due; 4.5.5 render the Equipment non-functional until such time as all outstanding invoices and interest are settled in full. 4.6 Where the Customer requests that the Supplier change the network telecommunications supplier used in connection with the Service, the Supplier shall be entitled to be reimbursed by the Customer for all and any reasonable charges, expenses or other costs incurred by the company in this respect. 4.7 Go Giraffe Limited is charged when a Line Ports away and as such will pass that charge onto the client. the Port away charge for each line is £35. 5. DELIVERY OF EQUIPMENT
5.1 The location detailed in the Network Service Agreement is where it is agreed the Supplier will deliver the equipment.5.2 Dates for equipment delivery are not absolute and instead approximate only and the Supplier shall not be liable for any delay in delivery of the Equipment howsoever caused. Time for delivery shall not be of the essence. The Equipment may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6. RISK AND PROPERTY
6.1 The Supplier retains the Equipment as the Supplier’s property. 6.2 The Customer shall keep the Equipment separate from that of the Customer and third parties and properly stored, protected and fully insured and identified as the Supplier’s property. The Customer shall, if so, requested by the Supplier, produce within 7 days evidence of such insurance to the Supplier. 6.3 The Customer shall deliver up the Equipment to the Supplier on demand and, if the Customer fails to do so immediately, the Supplier may enter any premises of the Customer or any third party where the Equipment is stored and repossess the Equipment. 6.4 The Customer may not pledge or in any way charge the Equipment by way of security for any indebtedness of the Customer. 6.5 The Customer shall keep the Equipment in good condition and not alter or modify it in any way. 7. CUSTOMERS OBLIGATIONS
7.1 In this agreement, it is accepted by the Customer that the Customer will:7.1.1 allow the Supplier, at its reasonable request, free and safe access to its premises and service connection points, access to information and assistance from the Customers employees;
7.1.2 use the Service and the Equipment in accordance with instructions given by the Supplier; 7.1.3 ensure that only attachments approved for connection under the Telecommunications Act 1984 be connected with the Service; 7.1.4 not to use the Service or the Equipment in a manner which constitutes a violation or infringement of the rights of any other party; 7.1.5 maintain the Equipment in good working order and in conformation with the relevant standard or approval for the time being designated under the Act or any other relevant regulations authorities or licences; 7.1.6 obtain and comply with any permission, licence, consent, registration and approval necessary for the use of the Service and/or the Equipment; 7.1.7 indemnify and keep indemnified the Supplier in full against all loss (including loss of profit), liabilities, damages, claims, charges, losses and expenses incurred by the Supplier as a result of any breach of the Customer’s obligations under the Contract. 8. WARRANTIES AND LIABILITIES
8.1 The service provided by the Supplier is not warranted to be fault free.8.2 Subject to the conditions set out below, the Supplier shall pass to the Customer (to the extent that the Supplier is legally entitled to do so) the benefit of any manufacturer’s warranty.
8.3 Where a valid claim is made in writing by the Customer in respect of Equipment that is defective or does not meet the specifications detailed in the Network Service Agreement the Supplier shall repair the defect provided that the Customer is not in breach of any of the terms of the Contract but the Supplier shall have no further liability whatsoever.
8.4 Subject as expressly provided in these Terms, and except where the Equipment is sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all other warranties, terms or conditions implied by statute or common law arising out of or in connection with the supply of the Equipment or resale of the Equipment by the Customer are excluded to the fullest extent permitted by law. The Supplier’s prices are determined on this basis.8.5 The Supplier’s employees or agents are not authorised to make any representations about the Service unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim it may have for damages for or right to rescind the Contract for any such representations which are not so confirmed (unless such representations were fraudulently made).
8.6 The Supplier shall not be liable for any advice or recommendation about the Contract given by the Supplier or its employees or agents to the Customer or its employees or agents that is not confirmed in writing by the Supplier. The Customer acts on such unconfirmed advice or recommendation entirely at the Customer’s own risk. The Customer confirms that it has not been induced to enter into this Contract on the basis of any representations of the Supplier that have not been confirmed in writing.
8.7 The Supplier shall have no liability whatsoever:8.7.1 in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper installation, use or maintenance, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without the Supplier’s approval;
8.7.2 if any sum owing by the Customer to the supplier has not been paid.8.7.3 if the loss is suffered by the Customer because the Equipment fails to perform to its specifications due to the default of the network provider or any other third party.
8.8 Save as otherwise expressly provided in these Conditions, the following provisions set out the Supplier’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:8.8.1 any breach of the Supplier’s contractual obligations arising under the Contract;
8.8.2 any representation (other than fraudulent misrepresentation) statement or tortious act or omission (including negligence) arising under or in connection with the Contract. AND THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE FOLLOWING PROVISIONS OF THIS CLAUSE
8.9 Any act or omission on the part of the Supplier or its employees, agents or sub-contractors falling within clause 8.8 above is described as an “Event of Default”.
8.10 That part of the Supplier’s liability to the Customer for death or injury resulting from the Supplier’s negligence, or the negligence of the Supplier’s employees’, agents’ or sub-contractors that the law does not permit the Supplier to exclude shall be unlimited.8.11 To the extent the law does not permit such liability to be excluded and save as otherwise expressly provided, the Supplier’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the price paid by the Customer for the Service and Equipment over the three month period preceding the Event of Default.
8.12 Subject to condition 9.9 above, the Supplier shall not be liable to the Customer in respect of any Event of Default for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same.
8.13 The Supplier shall not be liable to the Customer, or be deemed to be in breach of the Contract, by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations, if the delay or failure was due to any cause beyond the Seller’s reasonable control including (without limitation) flood, fire, war or threat of war, sabotage, civil disturbance or governmental action, import or export regulations or embargoes.8.14 The Customer shall fully indemnify the Supplier in respect of loss or damage to the Supplier’s property or death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer.8.15 The Customer agrees that it shall be solely liable for and, if so required, indemnify the Company for any costs of or occasioned by any interference with and/or usurpation of and/or unauthorised access to the calls (whether incoming or outgoing) provided by the Telephone Call Service by any third party whether such interference or usurpation is a part of a fraud, attempted fraud or any course of action with fraudulent intent or otherwise. The Customer further agrees that it will pay any sum demanded in writing by the Company under this clause 8.15 forthwith to the Company.
9. TERMINATION BY THE SELLER
9.1 The Supplier, by giving written notice to the Customer, may terminate this Contract with immediate effect:9.1.1 if the Customer breaches any term of the Contract and fails to rectify the breach within 14 days of being sent written notice by the Supplier requesting rectification;
9.1.2 if the Customer at any time does not have the necessary valid licence to run its telecommunications system;9.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly;9.2 The Supplier may terminate this Contract at any time by giving not less than 28 days prior written notice to the Customer.
10. TERMINATION BY THE CUSTOMER
10.1 To terminate this Contract, the Customer must provide the supplier with not less than 30 days (90 days on Advanced package) prior written notice, unless amended by -prior agreement at the tome of notification. Termination of this Agreement during the Contract Term will lead to charges equating to an average of 3 months revenue multiplied by the number of months remaining within the contract Term. Where this cancellation notification is not forthcoming, the cancellation fee will be equal to an average 3 months billing over the remaining contract term.
10.2 Where the Contract is subsidising the costs of installing the Equipment, the minimum term of the Contract will be as entered within the Agreement. If the Customer terminates the Contract before this term has expired the Customer will become liable to repay all equipment and installation subsidies given at the point of entering into this Agreement.
10.3 This Network Agreement shall be automatically extended for a further period of 1 month after the end of the agreement term unless the customer serves notice to terminate this Network Agreement, such notice to be served is 30 days before the end of the agreement term. A notice given to a party under this clause 10.3 shall be either: (a) Sent to the party for the attention of the (Managing Director) at billing@gogiraffe.co.uk
(b) Sent by recorded delivery.
10.4 The customer is aware that upon signing this contract, Go Giraffe Limited will process the transfer for the calls immediately, the customer is also aware that there is no cooling off period.
10.5 The customer is aware that once the transfer is complete, the contract term agreed overleaf now forms a legally binding contract between the customer and the supplier. The customer may terminate this contract any time after completion but will be subject to the early termination charge ‘clause’ 10.1. 11. GENERAL
11.1 Rights and obligations under the Contract may be assigned by the Supplier. The Customer may not assign its rights and obligations under the Contract.11.2 Any notice shall be in writing addressed to the addressee at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.11.3 No delay or failure by the Supplier in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by the Supplier shall be effective unless in writing.11.4 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.11.5 These Terms and the network Service Agreement overleaf constitute the entire agreement between the Supplier and the Customer concerning the supply of the Equipment and provision of the Service and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).
11.6 The Supplier’s rights are cumulative and in addition to any rights available to it at common law.11.7 The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
MAINTENANCE TERMS AND CONDITIONS – FROM 16/01/2022
1.General
1.1 The terms and conditions in this contract are the sole terms and conditions of the contract between Go Giraffe Limited and the Customer. No variation or modification of these terms of conditions and no agreement made, purported to be made, between Go Giraffe Limited and the Customer inconsistent with these terms and conditions shall be valid, or of any affect, unless made in writing and signed by a director of Go Giraffe Limited.1.2 No alteration to the equipment i.e.,increase/decrease in configuration, modification,or re-installation to another site, can be Carried out by engineers other than Go Giraffe Limited engineers, to which a reasonable market rate will be charged. Any unauthorised changes found will make the agreement invalid and changes due for the remaining period of the contract will be payable to Go Giraffe Limited unless otherwise agreed in writing by a director of Go Giraffe Limited.1.3 Go Giraffe Limited may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Go Giraffe Limited will publish the details of the updated conditions on the Go Giraffe Limited website https://www.rubixvt.com/a minimum of 1 month prior to the changes coming into effect.
2. Our Duties
2.1 You engage us, and we agree to provide and carry out only at the installation address during the term the following maintenance service subject to the exclusions in Clause 5 using reasonable skill and care.2.2 We will maintain or procure the maintenance of the equipment at the installation address shown on your contract, in efficient working order during the term.2.3 We will use all reasonable endeavours to arrive within 16 working hours for above 50% failure, (being 9.00a.m. 5.00p.m. Monday to Friday excluding public holidays).
2.4 We do not maintain any 2 wire devices, not originally supplied by Go Giraffe Limited.
3. Your Duties
3.1 You shall at all times: orally notify us immediately of any fault in the equipment and/or any repair necessary and then confirm your notification in writing and promptly provide us with any information which we reasonably require to enable us to proceed uninterruptedly with the performance of this agreement.3.2 Afford our staff and our other authorised personnel full and safe access to the installation address and the equipment to enable us to carry out the maintenance services.
3.3 Provide us with, and responsible for, the safety of such adequate free working space and facilities as may be necessary for the performance of this agreement.
3.4 Comply with all statutory requirements (including those relating to health and safety) which apply to the maintenance services and institute safe systems of work at the installation address.
3.5 Promptly inform us about any facts or opinions of which you become aware which are likely affect our obligations under this agreement.3.6 Keep the equipment at the installation address except as provided in clause 1.2, not yourself maintain, service, repair, adjust, tamper, replace, alter or move the equipment or the extension wiring.
3.8 Go Giraffe Limited reserve the right to access the equipment by means of remote dial in for any purpose.
4. Payment
4.1 All customers maintenance charges must be paid monthly in advance via Go Giraffe Limited.’s direct debit system in all cases. Go Giraffe Limited reserve the right to charge an additional fee of £15per month for non-direct debit customer payments. 4.2 Payment on time is an essential condition of this agreement.4.3 Payments will be made to Go Giraffe Limited no longer than fourteen days from invoice.4.4 We may (without prejudice to our other rights and remedies).
4.4.1 If any payment is not made on the due date the customer will pay interest on the amount outstanding at 8% per month until paid or £25.00 whichever is the greater, after judgement as well as before.. Go Giraffe Limited reserve the right to suspend the contract and not provide maintenance services until the outstanding balance is paid and the direct debit is restored.4.4.2 Theft, loss, or destruction of or damage to the equipment shall not affect your obligations under this clause.
4.4.3 Go Giraffe Limited shall investigate with all good faith any allegation of manifest error in an account and shall inform you of the outcome of such investigation. Any refund or any charges wrongly debited to you shall be made only where Go Giraffe Limited accepts manifest error and will only be backdated by 3 months. This will be paid by way of credit to your next Go Giraffe Limited invoice.
5. Warranty, Liability, Inclusions, Exclusions 5.1 You acknowledge and agree that:
5.1.1 You are in a better position than we are to foresee and evaluate any potential damage or loss that you may suffer in connection with the maintenance Services, or any other service provided by us under this agreement; and5.1.2 The maintenance fee has been calculated on the basis that we will exclude or limit our liability as set out in clauses 5.2 and 5.4.5.2 Our total liability to you, whether directly to you by reason of indemnity or contribution in respect of your liability to any third party, for any negligent acts or omissions of our employees, agents, or subcontractors:5.2.1 Resulting in damage to property shall be limited to £1 million5.2.2 In respect of fraud or dishonesty shall be limited to the return to you of up to the maintenance fee paid pro-ratio the date of the offence. These limits shall apply separately to each and every claim against us provided that where any one act or emission or series of two or more connected acts or emissions gives rise to more than one claim, the limits shall apply to the aggregate of all the claims as though they were a single claim.5.3 We do not limit or exclude our liability for death or personal injury caused by the negligence of our employees, agents, or sub-contractors.5.4 Go Giraffe Limited do not and are unable to warrant that the service will be fault free. Notwithstanding anything else contained in this agreement, we shall not be liable to you for.
5.4.1 Any failure of the equipment due to:
5.4.1.1 Use not in accordance with manufacturer’s instructions, unauthorised repair, or use of accessories.5.4.1.2 Foreign bodies, negligent use, willful abuse, or misuse.5.4.1.3 Fire, flood, lightning, theft, or act of God.5.4.1.4 Any delay in the execution of any work of installation, replacement, alteration, removal or otherwise of, or, to the equipment, however so caused and any such delay shall not be sufficient cause of cancellation of this contract.5.4.1.5 Any failure of defective working of the equipment due to any fault or failure or change in the electricity supply service, including power surges, power cuts, striking of lightning, and/or BT Openreach or any other service providers equipment and/or host PBX systems.5.4.1.6 To repair, or be responsible for, any damage caused by the failure of electrical supply to the equipment.5.4.1.7 In respect of accidental damage to the equipment or your property.
5.4.1.8 Economic loss including, but not limited to, loss of profits, revenues, or goodwill (including any such loss or damage payable to you to a third party as a result of an action brought by a third party); or
5.4.1.9 Any other indirect or consequential loss (including any such loss or damage payable by you to a third party as a result of an action brought by a third party) even if the loss was reasonably foreseeable or we had been advised of the possibility of you incurring it and whether arising from negligence, breach of contract or of statutory duty or otherwise; or5.4.1.10 any claims which have not been notified to us within 30 days of the date on which you knew or should have known of the claim’s existence.5.4.1.11 Should the customer report a fault(s) and Go Giraffe Limited find that there is none or that the customer has caused the fault(s), Go Giraffe Limited reserve the right to apply a charge at their standard rates for any work undertaken to discern the reported fault(s).5.5 The express terms of this agreement are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statue, common law, custom, trade usage, course of dealing or otherwise all of which are excluded to the fullest extent permitted by law.5.5.1 This maintenance agreement does not cover BT fixed lines, mobiles, or broadband services.5.6 Go Giraffe Limited Hosted Maintenance:
5.6.1This service operates on a per user/handset basis.5.6.2 Covers remote requests relating to faults only.5.6.3 Covers site visits for faults that are unable to be repaired remotely, but excludes faults with reference to clause 5.6.55.6.4 Covers handset replacement for the remainder of the current contract. Should the original make and model of the handset not be available we will supply a similar specification. Handsets that have not been supplied by Go Giraffe Limited will not be covered under this agreement.5.6.5Accidental Damaged handsets by a user/third party are not covered under this agreement.5.6.6 In the event that a client reports a fault, and no fault is determined, or the customer has caused the fault, Go Giraffe Limited may charge the customer for any work undertaken to discern the reported fault.5.7 Go Giraffe Limited Router Maintenance:
5.7.1 Covers Netgear & TP-link routers. Draytek routers are subject to a £50.00 surcharge.5.7.2 FOC router replacement for mechanical faults in the event of Router Failure. Replacement routers requested before12pm, will be sent out on a next day delivery service.
5.7.3One monthly Router Maintenance charge covers, one Router on your main broadband service. You will be invoiced against the telephone number the broadband is associated with.
5.7.4 Up to two claims within a 12-month period for mechanical faults. 5.7.5 Remote configurations of routers, excludes site visits. Site visits are chargeable. 5.7.6 Excludes Accidental Damage caused by the customer or a third party.5.7.7 Excludes downtime/faults due to Software upgrades.5.8 Go Giraffe Limited Alarm Package Maintenance; In addition to the standard maintenance terms and conditions, the following applies:5.8.1 Covers equipment hardware & engineer call out.5.8.2 FOC hardware replacement for mechanical faults in the event of failure. 5.8.3 Up to two claims within a 12-month period for mechanical faults.5.8.4 Excludes Accidental Damage caused by the customer or a third party. 5.8.5 Change of Hardware locations are not included within maintenance, this is deemed as additional work and engineering call out fees will apply.
6. Termination
6.1 Maintenance Period and Termination:
(a) This Agreement shall start on the installation completion or live date and shall continue for the minimum term as stated on the face of the contract, and thereafter the Client and Go Giraffe Limited agree that the Contract shall automatically be renewed for a further Minimum Term of 30 days and will continue to renew in this manner for further minimum periods of 30 days until the contract is cancelled, such notice to be provided in writing with a minimum of 30 days prior to the next anniversary of the commencement date. (b) If written notice to terminate is provided as above before the expiry of the minimum term shown, then the customer will be liable for a cancellation fee which is the sum of the remaining monthly amounts, up to the expiry date of the minimum term. This will be applied to the customer’s next invoice.(c) If Go Giraffe Limited is prevented for an aggregate of 45 days or more from installing equipment or otherwise carrying out its obligations as a result of any delay, refusal, restriction, or default by the Customer, then the Customer shall be deemed to have cancelled the order and the terms of clause 6.1.1(b) shall apply.6.2 This agreement may be terminated immediately by Go Giraffe Limited in the event of any of the following circumstances: (a)being a company has a receiver of administrative receiver appointed, passes a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of contempt jurisdiction makes an order to that effect, becomes subject to an administration order, enters into any voluntary arrangement with your creditors or ceases or threatens to cease to carry on business.(b) being a partnership (and whether in respect of the partnership or of any one or more of the partners) or an individual (I) is involved in any legal proceedings involving its solvency, (ii) commits an act of bankruptcy or is adjudicated bankruptor (iii) enters into any composition or other arrangement with its creditors generally (or any class of them) or (iv) has proposals submitted for an individual voluntary arrangement or (v) has a receiver, administrative receiver or other creditors’ representative appointed over any of its assets or property or (vi) ceases or threatens to cease to carry on business:(c) fails to pay on its due date any sum due under this agreement.(d) commits any material breach of any term of this agreement which, in the case of a breach capable of being remedied, is not remedied within 14 days of a written request to do so.
6.3 Termination of this agreement shall not affect any accrued rights or liabilities of either party or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force or on after termination.
7. Force Majeure
7.1 We shall have no liability to you, or be deemed to be in breach of this agreement, as consequence of any of the following events:7.1.1 flood, storm, severe weather conditions or other natural event:7.1.2 war, terrorist action, hostilities, revolution, riot, or civil disorder.7.1.3 any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment, or materials (including any computer hardware or software or any records).
7.1.4 the introduction of, or any amendment to, a law or regulation, or any change in your interpretation or application by any authority.7.1.5 any strike, lockout, or other industrial action.7.1.6 any obstruction of any public or private highway or road or any event which prevents or obstructs access to the site.7.1.7 any breach of contract or default by, or insolvency of, a third party (including any agent or sub-contractor).7.1.8 any other event outside our responsible control, whether similar or not to any of the foregoing.
8. Invalidity and Severability
8.1 In any provision of this agreement if found by any court of administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions of this agreement and all provisions not affected by the invalidity or unenforced ability shall remain in full force and effect.
9.Waiver
9.1 No delay or indulgence by either party in enforcing this agreement shall prejudice or restrict the rights of that party. A waiver of your right shall not operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power, or remedy available to that party and the rights, powers and remedies shall be cumulative.
10.Warranty
10.1 You warrant to us that you have not been induced to enter into this agreement by any prior representations whether oral or in writing, except as specifically contained in this agreement, and you waive any claim for breach of prior representations.
11. Assignment
11.1 You shall not transfer this agreement or any of your rights and obligations under it, whether in whole or in part, without first obtaining our prior written consent.
12. Notices
12.1 All notices which are required to be given under this agreement shall be in writing and shall be sent to the address of the recipient set out this agreement or such other address as the recipient may designate but notice given in accordance with the provisions of this clause. Notice may be delivered via email support@rubixvt.com, or by registered post.
13.Headings
13.1 Headings to clauses are for ease of reference only and shall not affect the interpretation or construction of this agreement.
14.Law
14.1 This agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
TELEPHONE NETWORK TERMS AND CONDITIONS – from 14/02/2022
1. CONTRACT DEFINITION
1.1 ‘Managed Service Agreement’ also known as MSA, means the contract relating to the provision of the Services in the form provided by Go Giraffe Limited from time to time incorporating these terms and conditions.1.2 ‘Associated Company’ means an employee or subcontractor of Go Giraffe Limited.1.3 ‘Authorised Person’ means an employee or subcontractor of Go Giraffe Limited.1.4 ‘Customer’ means a person, company, body corporate or other entity or association whatsoever or howsoever who’s Contract is accepted by Go Giraffe Limited and for whom Go Giraffe Limited has opened a Go Giraffe Limited account.1.5 ‘Contract’ means the contract governed by these terms and conditions made between Go Giraffe Limited and the Customer created upon acceptance by Go Giraffe Limited of the Customer’s Contract and evidenced by the opening of a Go Giraffe Limited Network Account for the Customer.1.6 ‘Go Giraffe Limited’ means Go Giraffe Limited Limited which expression shall, where the context so requires, include its successors, and assigns and any Associated Company thereof.
1.7 ‘Go Giraffe Limited Access Equipment’ means call routing apparatus supplied by Go Giraffe Limited.1.8 ‘Least Cost Routing Software or CPS’ means software installed on a telephone system or telephone exchange which automatically enables the routing of calls via different telephone operators.
1.9 ‘Minimum Term’ means the minimum duration of this Contract, which unless otherwise expressly stated on the Contract shall be 30 days from the date the Customer first starts to receive the Services.1.10 ‘Services’ means supplying and routing the Customer’s telecommunications including without limitation all calls, voice, fax, data, configuration moves & changes, hosted anti-fraud protection and mobiles over the Go Giraffe Limited Network under the terms of the Contract. 1.11 ‘Services Literature’ means Go Giraffe Limited.’s literature specific to the Services and other associated services existing from time to time.1.12 ‘User’ means the Customer and any individual or company permitted by the Customer to use the Services.
2. THE SERVICES
2.1
a) The Customer shall complete, sign and return to Go Giraffe Limited a Contract prior to Go Giraffe Limited agreeing to provide the Services. b) Where the Customer has Least Cost Routing Software available for use at its premises, Go Giraffe Limited will, if necessary, and at its sole discretion, reprogram it in order to provide the Services.
c) Where the Customer does not have Least Cost Routing Software available for use at its premises, Go Giraffe Limited will, if necessary, and at its sole discretion, install and connect the Customer to Go Giraffe Limited Access Equipment in order to provide the Services. d) Go Giraffe Limited shall use all the reasonable care and skill of a competent telecommunications provider to provide the customer with the Services throughout the term of the Contract.
e) Go Giraffe Limited shall be at liberty, where necessary, to improve, update or upgrade the Services or alter the provision of the Services without any notice to the Customer.
f) Go Giraffe Limited do not supply telephone line rentals/products on their own, these are only supplied in conjunction with telephone call charges. g) Go Giraffe Limited will not be held responsible for the inability to transfer or take over incompatible lines or services that cannot be transferred to their telephone network.
h) When the customers’ existing services are transferred from their existing service provider to Go Giraffe Limited, a ‘like for-like’ order maybe used. This order transfers ALL line services to us, which will be billed by Go Giraffe Limited to the customer in accordance with our current service tariffs. The customer must specify in writing in advance of these orders being raised if they do not want certain line services transferred and therefore billed. There may be certain services that the customers’ existing service provider does not charge for but Go Giraffe Limited does & vice versa. i) The customer is aware that upon signing this contract, RubixVT Limited will process the transfer for the lines and calls immediately. j) The customer is aware that business to business contracts do not have a cooling off period.
2.2
a) The terms and condition of 4:19 shall apply b) The Services and the Go Giraffe Limited Network will only be used in accordance with the Contract. c) Only the Customer and Users shall use the Services and the Go Giraffe Limited Network, and no other person shall be suffered or permitted to use the same. d) Upon the termination of the Contract:
e) No attempt shall be made to make calls via the Services or otherwise to use the Go Giraffe Limited Network and; (i) Payments for services are in accordance with and subject to Condition 5. f) The Services Literature and any other instructions regarding the use of the Services and the Go Giraffe Limited Network may be notified to the Customer by Go Giraffe Limited from time to time and shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract.
2.3.
The Customer agrees that at all times during the term of the Contract it shall:
a) Provide access to all appropriate sites for any Authorised Persons during the Customer’s normal working hours and allow the removal, installation, and maintenance of Go Giraffe Limited Access Equipment: b) Keep its telecommunications equipment including without limitation the Go Giraffe Limited Access Equipment in good working order and ensure that the equipment complies with all applicable standards and approvals so as to enable Go Giraffe Limited to provide the Services: c) Only use and connect those telephones, ducting, cables, sockets, and other equipment to the Go Giraffe Limited Network that have been approved in advance by Go Giraffe Limited in writing and comply with all the relevant legislation relating to the use of such equipment: d) Provide all reasonable assistance required by Go Giraffe Limited to enable it to provide the Services:
e) Inform Go Giraffe Limited by one month’s prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered:
f) Provide a safe working environment for Authorised Persons working on the Customer’s premises: g) Indemnify Go Giraffe Limited fully against all losses, liabilities, costs (including without limitation legal costs) and expenses which Go Giraffe Limited may incur as a result of any breach of the Customer’s obligations under the Contract or misuse of the Services or the Go Giraffe Limited Network. h) Pay Go Giraffe Limited (at its then current published rates) for all call out visits required from Go Giraffe Limited where Go Giraffe Limited determines that (i) the problem with the Services or the Go Giraffe Limited Network is not the fault of Go Giraffe Limited or the Go Giraffe Limited Access Equipment or (ii) the Go Giraffe Limited Access Equipment has been damaged by the Customer or third party.
2.4
The Customer undertakes to Go Giraffe Limited to ensure that the Services and the Go Giraffe Limited Network are not used: a) For the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene, or menacing character; or
b) Fraudulently or in connection with a criminal offence; or c) Otherwise in a manner which constitutes a violation or infringement of the rights of any other party. d) Otherwise, than for the purpose of a telecommunications system.2.5
The customer undertakes that they are responsible for the content and usage of non-geographic and premium rate telephone number/services obtained via Go Giraffe Limited and agree to be bound by the rules governing these numbers/services, as laid down by the regulator ‘Phone Pay Plus’ in their Code of Compliance For Information Providers.
3. Go Giraffe Limited’s RIGHTS
3.1 Go Giraffe Limited shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Customer’s equipment as a result. If Go Giraffe Limited is prevented from an aggregate of 45 days or more from providing network services or otherwise carrying out its obligations as a result of any delay, refusal, restriction, or default by the customer, then the customer shall be deemed to have cancelled the contract and the terms of section 7 shall apply.
3.2 Go Giraffe Limited may suspend, disconnect, or terminate the Services to the Customer at its sole discretion including but not limited to the following: a) In the interests of the quality of the Services or the Go Giraffe Limited Network. b) If any credit limit agreed between Go Giraffe Limited and the Customer from time to time is exceeded. c) If any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract).
d) In order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or e) If fraud or attempted fraud is suspected by Go Giraffe Limited (in its reasonable opinion) in connection with the use of the Services or the Go Giraffe Limited Network.
f) If in Go Giraffe Limited.’s reasonable opinion it suspects the Customer is offering to resell the Services to any third party, Go Giraffe Limited may collect and store data and information about the Customer and its use of the Services and provide this information to (i) Companies affiliated with Go Giraffe Limited including without limitation any Associated Company and (ii) third parties.3.3 Go Giraffe Limited may review and change the conditions (including the charges) at any time throughout the duration of this agreement. Go Giraffe Limited will publish the details of the updated conditions on the Go Giraffe Limited website www.rubixvt.com or notification on your invoice, a minimum of two weeks prior to the changes coming into effect (1 month notification will be provided with regards to charges).3.4 Go Giraffe Limited reserves the right within its absolute discretion to reconnect and disconnected services, however, a reconnection charge of one hundred and twenty-five pounds per line or channel (£125) will be debited/charged to the customer.
3.5 Go Giraffe Limited is entering into this agreement principally due to the anticipated monthly customer network services and call charges that will be generated. If at any time whilst this agreement remains in force, the customers total of network services and call charges falls beneath 75% of the anticipated monthly levels (other than circumstances beyond your reasonable control), the customer will be regarded as having committed a material breach in which case clause 5.19 a & b will apply.
4. CHARGES AND PAYMENTS FOR THE SERVICES4.1 All sums due to Go Giraffe Limited under the Contract shall become due on the date of the relevant invoice and are payable within 14 days (including weekends and bank holidays) of the date of the relevant invoice).4.2
(a) All customers charges must be paid monthly in advance via Go Giraffe Limited.’s direct debit system in all cases. Go Giraffe Limited reserve the right to charge an additional fee of £15 per month for non-direct debit customer payments. (b) Go Giraffe Limited reserves the right to apply a charge of up to £10 for itemisation of the customer’s monthly network invoice in paper format.4.3 In the event of any error or omission in an Go Giraffe Limited invoice for any period, Go Giraffe Limited may issue a corrective invoice at a later date, but no later than sixty months after the relevant invoice date.
4.3a Go Giraffe Limited shall investigate with all good faith any allegation of manifest error in an account and shall inform you of the outcome of such investigation. Any refund or any charges wrongly debited to you shall be made only where Go Giraffe Limited accepts manifest error and only be backdated by 3 months. This will be paid by way of credit to your next Go Giraffe Limited Invoice.4.4 If the Customer fails to make any payment within the 14-day period following the date of the relevant invoice, without prejudice to its other rights hereunder, Go Giraffe Limited shall have the right to require the Customer to pay all sums due on demand. Go Giraffe Limited reserve the right that if these overdue sums fail to be paid immediately the customers services be restricted without further notification and this restriction not to be lifted until all overdue sums are settled in full, which will also include a de-restriction charge of ten pounds (£10) per line or channel and will be debited/charged to the customer.
4.4a Go Giraffe Limited reserve the right to restrict all services with Go Giraffe Limited, should any part of an invoice not be paid in full within 14 days of the invoice date. Go Giraffe Limited will not accept part payment of an invoice to avoid restriction of any services.4.5 Time of payment of all sums due to Go Giraffe Limited under the Contract shall be of the essence.4.6 Without prejudice to Go Giraffe Limited.’s rights to treat the non-payment as a material breach of the Contract, Go Giraffe Limited reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at an 8% per annum above the Bank Of Scotland PLC base lending rate as current from time to time whether before or after judgement. Interest shall continue to accrue and on a day today basis from and including the date for payment under Condition
4.7 Go Giraffe Limited reserves the right to charge for administrative costs incurred by Go Giraffe Limited in pursuing late payers.
4.8 Go Giraffe Limited reserves the right to set a minimum call charge on any call type and to vary this at any time at their absolute discretion4.9 Go Giraffe Limited reserves the right to apply a charge of £35 per number for administrative costs relating to the supply of porting authorisation per line/number
4.10 All sums due to Go Giraffe Limited under the Contract are subject to Value Added Tax (“VAT”), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.11 The Customer shall be liable from all charges arising from use of the Services by any person utilising the Customer’s registered Services telephone number(s) (with or without Customer’s authorisation, i.e.: fraudulent calls or telephone hacking instances).4.12 In the event and as a result of a customer reporting a fault, if Go Giraffe Limited have cause to instruct/request BT Openreach or their contractors to attend the customers site to investigate the said fault and no line/broadband fault is found or it is found to be the customers own equipment that has caused the fault or damaged caused by the customer, premises or a third party, Go Giraffe Limited reserve the right to charge the customer a minimum charge of £150.00, for each event and/or per hour.
4.13 Should the customer use a prefix that causes their telephone calls to be routed via any other network carrier other that Go Giraffe Limited.’s preferred choice; the customer will be charged at a higher rate than Go Giraffe Limited standard tariffs.4.14 In the event of an Go Giraffe Limited or BT Openreach engineer’s or contractor appointment being booked with the customer, should the customer not be present or not attending the appointment, Go Giraffe Limited reserve the right to charge the customer a minimum charge of £150, for each event.4.15 The customer accepts that Go Giraffe Limited.’s monthly Call Package rental charges are in addition to and entirely separate to our standard line rental, service or call charges, which they will be billed for in addition. Any unused minutes within these Call Packages in a calendar month, cannot be rolled over into the following month(s) or accrued in any way.
4.16 In relation to Go Giraffe Limited.’s landline mobile call Packages, these only relate to the four major mobile networks, which are Vodafone, O2, Three, EE.4.17 In relation to Go Giraffe Limited.’s SIP Lines & Services the total number of calls per channel/per user from an endpoint shall not exceed 2,000 minutes per month to 01/02/03 terminations and/or 2,000 minutes per month to UK mobiles stated in clause 4.16. Any IPDC (Internet Protocol Direct Connection/SIP trunk) endpoints that exceed this aggregate amount will be subject to a per minute price for the total volume of calls generated from that endpoint according to the existing Go Giraffe Limited standard IP rate call rates. In addition, calls to numbers beginning 03 shall not exceed 15% of the total calls on that channel. 4.18 Details of the Contract and the conduct of the Go Giraffe Limited Network Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.19 In the event of the Customer obtaining any services from a third party which are competitive with or substantially similar to the Services during the minimum term, or cancelling all or any part or their services prior to the end of the minimum term of the agreement, the Customer accepts that Go Giraffe Limited shall be entitled to invoice the Customer in advance and as a lump sum for each month of the remainder of the Minimum Term with regards to: The average of the monthly amounts invoiced by Go Giraffe Limited to the Customer prior to the breach by the Customer; this is calculated as follows; Call Revenue Average sum of the past 3 months call revenue x the amount of months remaining on the contract, monthly services will be charged at the customers usually rate x the number of months remaining on the contract, we then combine the two to get the total cancellation fee. 4.20 If any payment is not made on the due date the client will be responsible for all reasonable cost incurred in the recovery of any outstanding balance (including the employment of a debt collection agency and all potential legal costs). Debt collection charges will be levied against the value of the outstanding debt at the prevailing rates: between £100.00 and £2000.00 a charge will be levied of 18%, between £2001 & £5000.00 will be charged at 10%, between £5001.00 & £15000.00 will be charged at 8%, any balance above £15001 will be charged at 6%. Any debt for collection outside of the United Kingdom (England, Scotland, Wales, and Northern Ireland) will be subject to a further additional charge imposed by the international agencies contracted to act on the behalf of the debt collection agency.
5. GO GIRAFFE LIMITED ACCESS EQUIPMENT 5.1 The Customer shall provide without charge or cost to Go Giraffe Limited appropriate equipment space, ducting, environment, and continuous stable electrical power to install and maintain the Go Giraffe Limited Access Equipment at its premises and to enable Go Giraffe Limited to provide the Services.5.2 It is deemed that title to any Go Giraffe Limited Access Equipment shall remain with Go Giraffe Limited and whilst the Go Giraffe Limited Access Equipment is on the Customer’s premises, the Customer shall ensure that it is kept safe and secure and is not interfered with by any person.5.3 Upon termination of the Contract, the Customer will ensure that Go Giraffe Limited is allowed prompt access to all relevant premises to remove the Go Giraffe Limited Access Equipment.
6. TERMINATION
6.1 The Contract may be terminated by either Go Giraffe Limited to the Customer at any time by 30 days written notice in writing to the other (including weekends and bank holidays). If written notice is provided before the expiry of the minimum term shown on the contract, or the services are transferred away from Go Giraffe Limited prior to the minimum term, then the customer will be liable for a cancellation fee which is outlined in clause 4.19. This will be applied to the customer’s next invoice.
6.2 If neither Go Giraffe Limited nor the Customer provide notice to terminate in accordance with Condition 6.1 the Client and Go Giraffe Limited agree that the Contract shall automatically be renewed for a further Minimum Term of 30 days and will continue to renew in this manner for further minimum periods of 30 days until the contract is cancelled in accordance with condition 6.1. (Please note this only applies to companies with more than 10 employees, you will need to provide proof of employees).
6.3. In the event of the customer moving to a new telecommunications supplier after the initial minimum term contract, if the transfer dates exceed the 30 days’ notice period in accordance with condition 6.1 the contract shall automatically be renewed for a further minimum term of 30 dayss.6.4 Go Giraffe Limited (without prejudice to its other rights) may terminate the Contract forthwith in the event that: a) The Customer fails to make any payment when it becomes due to Go Giraffe Limited or shall default in due performance or observance of any obligation under the Contract or any other contract with Go Giraffe Limited or an Associated Company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by Go Giraffe Limited in its written notice so to do; or b) an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver, or administrator or to present a winding-up petition or make a winding-up order.
6.5 The terms of this Contract shall continue to bind the parties here to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation Conditions 2.2, & 2.3.6.6 If the Contract is terminated by either party hereto, the Customer shall: a) Pay to Go Giraffe Limited all arrears of charges together with any interest payable under the Contract up to the date of termination: b) Return to Go Giraffe Limited at the client’s own expense by a registered delivery service, all equipment owned or provided by Go Giraffe Limited and/or allow Go Giraffe Limited access forthwith to the Customer’s premises for the removal of any Go Giraffe Limited Access Equipment. Failure to do so, or to act promptly may result in additional charges being applied.
i) Undertake and comply with the provisions of Condition 2.2 & 2.3; and ii) Cease being provided the Services and have no right to use the same.
7. CONFIDENTIALITY
7.1 The Customer and any user, shall at all times, keep confidential the terms of this Contract and all matters relating to the Services, and shall not disclose the same to any third party without the prior written consent of Go Giraffe Limited.7.2 The confidentiality obligations set out in Condition 7.1 shall survive the termination of the Contract.
8. LIMITATION OF LIABILITY
8.1 The following provisions set out Go Giraffe Limited.’s entire liability (including any liability for the acts and omissions of its directors, officers, employees, agents or sub-contractors) to the Customer in respect of:
(a) Any breach of its contractual obligations arising under this Contract; and (b) Any representation statement or tortuous act or omission including negligence arising under or in connection with this Contract.AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CONDITION 8.8.2 Any act or omission on the part of Go Giraffe Limited or their directors, officers, employee’s agents, or sub-contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”. a) There is no compensation scheme and any other costs incurred will not be considered in any request should Go Giraffe Limited/BT Openreach or any of our suppliers fail to meet any SLA.
b) In the event of Go Giraffe Limited/BT Openreach not meeting the SLA’s set against the Customers telephone line care level in relation to a provision of a telephone line or fault, Go Giraffe Limited & or BT Openreach may provide a credit limited to a % of the customers line rental (The faulty one) and dependant on how many days the line is down for. Exclusions to this are MBORCS (Matters beyond Go Giraffe Limited/BT Openreach’s reasonable control) & also are dependent on the level of care that the customer has on their telephone line. 8.3 Go Giraffe Limited.’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers,’ employees’, agents’ or subcontractors’ negligence is limited. 8.4 Subject to the provisions of condition 8.3, Go Giraffe Limited.’s entire liability in respect of any event of default shall be limited to damages not exceeding the sums paid by the customer to Go Giraffe Limited for the services pursuant to this agreement in the preceding twelve month period in the case of a single event of default and twice the sums paid by the customer to Go Giraffe Limited for the services pursuant to this agreement in the preceding twelve month period in the case of all events of default or series of connected events of default occurring in any twelve month period. 8.5 Subject to condition 8.3, Go Giraffe Limited shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity, or any other type of special, indirect or consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or Go Giraffe Limited had been advised of the possibility of the Customer incurring the same. 8.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
8.7 Except in the case of an Event of Default arising under Condition 8.3, Go Giraffe Limited shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon Go Giraffe Limited within six months of the date the Customer became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.8.8 Go Giraffe Limited shall not be responsible for complying with statutory regulations, or by local by-laws, or the fulfilment of any special regulations affecting the Customer.
8.9 Save as set out in Condition 8.3, Go Giraffe Limited shall have no liability under this Contract of the acts and omissions of other public telecommunication operators or the breakdown total or partial of the Go Giraffe Limited Network or any other network.8.10 The extent that all or any part of the Services are faulty, unavailable, or interrupted the Customers sole and exclusive remedy shall be to be compensation in accordance with compensation schemes that may be introduced from time to time by Go Giraffe Limited. Go Giraffe Limited do not have compensation schemes in place however, we will look into individual cases based upon their own merits.8.11 Go Giraffe Limited shall not be liable for faults in the Customer’s telecommunications equipment which result in Go Giraffe Limited being unable to provide the Services.
8.12 Dates and terms for provisions of the Services shall be estimates only and no liability shall accrue to Go Giraffe Limited for failure to meet any such dates or times. Go Giraffe Limited will not be held responsible for any loss due to programming errors or omissions made by any Authorised Person.8.13 In the event of any failure in the Services, Go Giraffe Limited shall not be liable to the Customer for any charges incurred by the Customer should it direct its telecommunication traffic to another carrier.8.14 Go Giraffe Limited reserves the right not to provide the Services due to any technical limitation in the Customer’s telephone system, telephone change or Go Giraffe Limited Access Equipment.
8.15 The obligations set out in this Condition 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Contract for any reason whatsoever.
9. DEPOSIT
9.1 Go Giraffe Limited may at any time before or after the provision of the Services require payment by the Customer in a manner specified by Go Giraffe Limited of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Customer and Go Giraffe Limited shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to Go Giraffe Limited pursuant to Condition 4.20.9.2 Any deposit held by Go Giraffe Limited will not accrue interest whatsoever although any deposit (or part thereof) which is held by Go Giraffe Limited for over 1 year and which is subsequently repaid to the Customer may, at Go Giraffe Limited’s discretion, attract interest at an amount determined by Go Giraffe Limited.9.3 You hereby consent to and shall procure that your owners, directors, officers and assigns, consent to, Go Giraffe Limited carrying out searches with credit reference agencies prior or during the contract term, relating to the credit worthiness of your Company and/or your owners, directors, officers and assigns and you undertake to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to your records and/or those records of your directors, officers and assigns details of the searches and these will be seen by other organisations that make searches. Depending on the results of these credit checking processes it may be deemed necessary to request a deposit on the account or a director’s guarantee to ensure there is adequate security for any potential credit risk
10. ASSIGNMENT
The Customer shall not assign, transfer, sub-contract, delegate all or any of its rights and obligations hereunder to an associated company or other person without written permission from Go Giraffe Limited.
11. FORCE MAJEURE
Neither Go Giraffe Limited or the Customer shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or short age of power supply, outage, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government, highway authorities, public telecommunication operators or other competent authority, war, military operations, or not, difficulty, delay or failure in manufacture, production or supply by third parties of the Services or any part thereof.
12. NO WAIVER
Failure by either Go Giraffe Limited or the Customer to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
13. ENTIRE CONTRACT
The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party whether oral or written.
14. SERVICE OF NOTICE
14.1 Any notice or invoice or other document which may be given under this Contract shall be in writing and shall be deemed to have been duly given if sent by registered post or email, where the parties expressly agree, by electronic mail to the registered office of the party to be served or any other address notified by the party to be served to the other party in writing as an address to which notices, invoices and other documents may be sent.
14.2 Any notice sent by first class post shall be deemed to have been received two business days after posting. Any notice sent by electronic mail shall be deemed to have been received on the day of its receipt by the addressee.
15. GENERAL
15.1 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended, or re-enacted, with or without amendment.
15.2 Unless there is something inconsistent in the subject or context, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders.
15.3 Unless the context otherwise requires, a reference to a Condition is to a condition or the Contract.15.4 The headings in the Contract are inserted for convenience only and do not affect its interpretation.15.5 If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been entered into with the invalid provision eliminated.15.6 A person who is not a party to this Contract has no right under the Contracts (Rights of Third parties) Act 1999 to enforce any provisions of this Contract.
16. GOVERNING LAW
The Contract shall be governed, construed, and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.
17. COMPLAINTS HANDLING PROCESS
Go Giraffe Limited is committed to providing all our clients with a quality and personable service. Unfortunately, this can go wrong from time to time, we will use our best endeavours to resolve all concerns within the first instance, in a fair and reasonable timescale. For our complaints handling process please visit www.rubixvt.com/rubix-complaint-handling-process/
