Product and Services Terms & Conditions
Valid from 04/12/23
1. Introduction
The following pages set out the Specific Terms on which (together with the General Terms and Order Terms forming part of the Agreement between us) Nationwide Telephone Assistance Limited (NTA), a company incorporated in the United Kingdom under registered company number 04315226, whose registered office is at Ivy Lodge Farm, 179 Shepherds Hill, Harold Wood, Essex RM3 0NR (“we” or “us”) provide Hosted Telephony Services, Unified Communications services, devices, associated products, (“Products”) and associated services, including Support Services (“Services”) to you as our client (“you”), as may be more specifically set out within the relevant Order Terms.
1.1 Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.
1.2 These Specific Terms apply to the Agreement between you and us for the supply of the Deliverables (Products & Services). Please note that by ordering any such Deliverables from us, you agree to be bound by the terms of our Agreement. Where we provide any products or services to you other than the Deliverables the provision of such products or services shall be governed by the relevant Additional Terms applying to such products or services.
1.3 You should print a copy of these Specific Terms or save them to your computer for future reference.
We may amend these Specific Terms from time to time as set out within the General Terms. Every time you sign a new Order Form for the provision of Deliverables please check these Specific Terms and the General Terms to ensure that you understand the terms which will apply to our Agreement at that time. These Terms were most recently updated in September 2021.
2. DEFINITIONS & INTERPRETATION
“Acceptable Use Policy” means our policy for the use of the internet-related Services as provided to you from time to time. “Charges” mean the charges payable by you to us for the provision of the Services as set out in the Order Form or any revised version of the Order Form notified to you in accordance with Clause 7.2 together with all applicable taxes and any interest due in accordance with Clauses 7.3 and 7.5.“Committed Period” means in respect of each Service, the minimum period of thirty days / twelve months or such other minimum period as set out in the Order Form. You may end this Contract or any individual Service by giving us 30 days’ notice, such notice not to expire before the end of the applicable Committed Period, as per the order form.
“Contract” means these General Terms and Conditions the Order and any other document specifically incorporated into this contract in writing.
“Equipment” means any hardware and / or software / or licenses used by us to provide the Services.
“Facility Limit” means the usage, web space, bandwidth or other capacity or volume measure indicated in the Order as the applicable Facility Limit for a Service.
“Legislation” means any applicable legislation, authorisations, permissions, rules, regulations, orders and guidelines relating to the provision and/or marketing of the Services and includes without limitation the Communications Act 2003 the Telecommunications Act 1984, the ICSTIS Code and/or any directives or other requirements issued by OFCOM from time to time.
“Order Form” means the order form provided in connection with the services. “Order Terms” means the order form and/or proposal which sets out the scope of the service relevant Charges and any special terms which are particular to that Service.
“Proposal” means any proposal document provided with or prior to the Order Form in connection with the provision of the Services.
“Service” means any one of the services described in the Order Terms and services means any combination of two or more such services.
“Service Failures” means any failure error or defect in the provision of the services but excludes failures errors or defects arising from caused by or contributed to by your acts or omissions or third parties including other providers of telecommunications computers or other equipment or services including internet services or any failure error or defect arising as a result of causes beyond our reasonable control.
“Software” means the software provided by us to you, if applicable for the purposes of enabling you to use the services including all associated documentation.
“Start Date” means the target date for the start of the provision of the Services to you.
3. SUPPLY
3.1 Unless otherwise defined herein, any terms used in these Specific Terms shall have the meaning attributed to them in the General Terms.
3.2 We will use reasonable skill and care when providing the services.
3.3 The services are provided for use by you in the course of your business.
4. CUSTOMER OBLIGATIONS
4.1 You shall cooperate with us in all matters relating to the provision of the Deliverables and, in particular, cooperate with us in all matters relating to billing of the Charges due under the Agreement, including providing us with full and timely access to any online billing system which you may operate, and providing us with any purchase order numbers or details which you may require in connection with any invoices we or your Network Provider may wish to submit in respect of the Charges;
4.2 Upon signing the Order Form, you shall confirm to us the name of the person
appointed as Your Representative for the purposes of the Agreement. Your Representative shall have the authority to bind you in all matters relating to the Agreement.
4.3 Upon your signing of the Order Form, we shall also confirm to you the person nominated as Our Representative for the purposes of the Agreement. Our Representative shall be your first point of contact for any queries in relation to the subject matter of this Agreement.
4.4 If our performance of any of our obligations under the Agreement is prevented or delayed by you, or your agents’, sub-contractors’, consultants’ or employees’, acts or omissions, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
4.5 You shall be liable to pay us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including without limitation any direct, indirect or consequential losses) that arise directly or indirectly from your fraud, negligence, failure to perform or delay i the performance of any of your obligations under the Agreement, subject to our confirming such costs, charges and losses to you in writing.
4.6 You agree that you will not use the services in a way which would:
4.6.1 contravene or cause us to contravene any legislation;
4.6.2 contravene our Acceptable Use Policy (where applicable);
4.6.3 compromise the security of our equipment or other systems including by introducing viruses or failing to employ appropriate security procedures;
4.6.4 cause a degradation of service to any of our other customers;
4.6.5 involve the sending of unsolicited marketing or advertising materials;
4.6.6 result in the transmission or storage of any material of a pornographic obscene defamatory menacing or offensive nature or which would result in the breach of any third parties intellectual property rights confidential information or privacy;
4.6.7 breach or cause us to breach any applicable data protection legislation including but not limited to data protection Act 1988;
4.6.8 exceed your facility limit; or
4.6.9 lose or cause us to lose or breach or cause us to breach our authorisation.
4.7 You will indemnify us against any claims proceedings or threatened proceedings from third parties and against any lost or damage suffered by us arising from any breach of your obligations under this contract including this clause 4 and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims proceedings or threatened proceedings.
4.8 You are solely responsible for safe guarding your data by taking back up copies maintaining a disaster recovery process and through any other means you believe appropriate.
4.9 To enable us to perform our obligations under this contract you will obtain all requisite licences consents and permissions and permit or procure permission for us or our agents to have access to your premises and will provide such reasonable assistance and information as we request from time to time. We will routine the work during normal office hours. Any requests by us to carry out work at other times may be refused by you. Any request by you that we carry out work at other times may be refused by us but if accepted such work will be charged to you at our then current standard rates (available upon request).
5. OUR EQUIPMENT
5.1 Title of our equipment will pass to you only once the full payment of the hardware has been made as outlined within the Order Form, or if no payment has been set out in the Order Form against the hardware, once all of the Committed Period(s) have ended in relation the Services as set out in the applicable Order Form, unless the equipment is rented where there may be an additional final payment for title to be passed to you.
5.2 Where equipment is being provided for use at your site you will be responsible for its maintenance and prompt return to us on termination of the Services. Unless we agree otherwise you will be responsible for the installation of any equipment. Where we are to install equipment you grant us and our agents a right of access to your site, on reasonable notice, to install our equipment and in cases to inspect test maintain or otherwise deal with our equipment and to recover it in the event that you fail to return it on request.
5.3 If any of the equipment supplied is deemed to be faulty during the Committed Period we may (at our discretion) attend to the repair of any fault or supply replacement equipment to be dispatched to your premises and assist in the remote installation. If the equipment is not deemed faulty or the fault is the result of misuse then associated charges for any replacement equipment will apply. Replacement equipment may comprise of new or reconditioned equipment from our maintenance stock.
5.4 Risk in respect of equipment will pass to you on delivery of the equipment to you and you will obtain and maintain all risks insurance cover sufficient to cover and protect our interests in relation to the equipment.
5.5 You will indemnify us against any claims proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from your use of our equipment where a such claims and/or losses arise from the acts or remissions of you or your agents or subcontractors and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims proceedings or threatened proceedings.
6. YOUR EQUIPMENT
6.1 Except as expressly set out in this Agreement you will be responsible for providing all necessary hardware, software, network facilities and telecommunications services to access and make use of the services provided by us.
6.2 You will ensure that your telecommunications equipment conforms at all times with all applicable legislation. We will not be under any obligation to connect or keep connected any customer equipment if it does not so conform or if in our reasonable opinion it is liable to cause death personal injury or damage to property or which will impair the quality of services provided by us or to cause us to lose our authorisation or to put us in breach of our obligations to any third party.
7. CHARGES AND PAYMENT
7.1 You will pay us the charges as specified in the Order or as subsequently notified to you in accordance with Clause 7.2. Charges will be payable with effect from the date that a service or any part of a service has been activated. If all services specified within the Order have not been activated within 30 days of the first service activation then any charges you have incurred for these services may be refunded at our discretion until all services have been successfully activated.
7.2 We may change the charges for any service by giving you 30 days’ notice of such change. The revised charges will apply to all Services provided after the effective date of the notice of change. If we, acting reasonably, consider such changes to be of a material nature, we will offer you the right to cancel the relevant Services prior to the expiry of the Committed Period(s).
7.3 All charges are stated exclusive of value added tax (VAT), wholesale value added tax (Wholesale VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s).
7.4 We will issue invoices for the Services in accordance with the payment terms specified in the Order.
7.5 You will pay invoices within 14 days of the date of the invoice unless otherwise agreed. Interest will be charged on all overdue amounts on a daily basis at a rate of 4% above the base rate of the current Bank of England. To run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount.
8. SECURITY AND BACKUP SERVICES
8.1 You are responsible for the security of your use of the Services including but not limited to protecting all passwords backing up all data employing appropriate security devices including virus checking software and having disaster recovery processes in place.
8.2 Where as part of a service we provide our equipment or services which have the principal purpose of safeguarding the security of the Services received by you, we will use reasonable efforts to ensure that as at the date of installation of our equipment or the provision of the services, our equipment and/or services comply with the agreed specifications for our equipment and/or services. However, we provide no guarantee or warranty with respect to the security of the Services.8.3 You are responsible for the security of your use of the Services. If you become aware of any matters which you know or expect to constitute a threat to the security to the Services you will immediately advise us of such matters.
9. TERMINATION
9.1 If you fail to pay any charges or fail to comply with your obligations under Clause 7 these failures will be deemed to be material breaches for the purposes of Clause 9.2.
9.2 We may terminate this contract with immediate effect by notice in writing if you by electronic mail or post:-
9.2.1 fail to pay any sums due to us within 7 days of receiving written notice from us indicating sums due and demanding payment;
9.2.2 are in material breach of this contract which breach is capable of remedy and fail to remedy that breach within 30 days of receiving the notice specifying the breach;
9.2.3 are in material breach of this contract and that breach cannot be remedied;
9.2.4 commit persistent breaches of contract;
9.2.5 have any authorisation under which you have the right to run your own telecommunication system and connect it to our system removed revoked or amended; or
9.2.6 make any voluntary arrangements with your creditors or become subject to an administrative Order or go into liquidation whether voluntary or compulsory (other than for the purposes of reconstructions or amalgamation) or an encumbrance takes possession of or a receiver is appointed in respect of any of your assets.
9.3 In the event of termination by us in accordance with this clause 9 during the Committed Period you will, in addition to paying all charges remaining for the Committed Period(s) be liable to pay us any cancellation charges as specified in the Order Form and any cessation charges incurred by us from our suppliers in relation to any of the Services.
9.4 We may terminate this contract if we cease to be authorised or if our authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services, or if we are prohibited from or restricted in our entitlement to provide the whole or any part of the Services.
9.5 On termination of the contract each party will return to the other party any confidential information which it has in its possession.
10. CANCELLATION AND SUSPENSION
10.1 Where you cancel a Service during the Committed Period for that Service or cancel the Contract during the Committed Period for any Service, you will pay the charges applicable for the unexpired portion of the Committed Period(s) (Please see the Early Termination Policy section 15).
10.2 Where you cancel a Service of the Contract as a result of changes made to this Contract or to the Services by us in accordance with Clause 7.2 or 11.2, you will not be liable for any charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payable.
10.3 We may suspend the provision of any Services if:
10.3.1 you fail to meet any of your obligations under this Agreement including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;
10.3.2 we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy;
10.3.3 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
10.3.4 that in our opinion your conduct is likely to result in the breach of any view or is otherwise prejudicial to our interests;
10.3.5 necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; or
10.3.6 we are obliged to comply with any order, instruction or request of a competent governmental regulatory or other authority.
10.4 We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 10.3.1 to
10.3.6 above, will restore the Services as soon as we are reasonably able to do so if we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.
11. CHANGES TO SERVICES AND CONTRACT
11.1 We may at any time on 30 days written notice to you, vary any of the general terms and conditions, the charges, or any other provisions of this contract, including the technical specification of the services.
11.2 If we, acting reasonably, consider such changes to be of a material nature, we will offer you the right to cancel the relevant Services prior to the expiry of the Committed Period(s).
12. TERM AND START DATE
12.1 This contract will commence on the date when both parties have executed the Order Form and will continue for the Committed Period and thereafter until terminated in accordance with its terms. We will use our reasonable efforts to begin providing the Services by the start date if any stated in the Order Form however the start date and any of the dates given in this contract are estimates and are provided for planning purposes only. We will have no liability for any failure to meet the start date or any other date as time is not of the essence in relation to any matter under this contract.
13. SUPORT
13.1 Support in relation to the Service shall be provided on a time and materials basis unless otherwise agreed in writing. Details of our current charge out rates are available by contacting either [email protected] or [email protected]
14. GENERAL
14.1 Conflict: In the event of any conflict or inconsistency between the constituent parts of this
Agreement, they shall prevail in the following order: (a) the Order Form, (b) the Proposal (c) these Specific Terms, and (d) the General Terms.
15. EARLY TERMINATION POLICY
15.1 When an equipment rental is taken out with NTA, a contact length (minimum term) is agreed. If this equipment rental is terminated before the end of its minimum term, an early termination fee applies. The remainder of the term must also be settled. If you cancel your equipment rental after you’ve reached the end of your minimum term, you will not have to pay any early settlement fees.
15.2 End of Term options: Once a rental contract reaches the end of the agreed minimum rental period, the customer has a number of options, which may include:
15.2.1 The customer may continue renting the equipment at the current rate if both parties agree. This is standard procedure unless stated otherwise. This option will be the default option unless notice is given in writing
15.2.2 The customer may return the equipment to NTA at their expense after providing written notice via email (Delivery fees apply)
15.3 The customer can be presented with an option to retain the equipment once it has reached the end of the agreed minimum period. This is a one-time payment of 30% of the original unit price. The title of the equipment would then pass from NTA to the customer.
16. REFUND AND RMA POLICY
16.1 Thank you for choosing NTA products. NTA are willing to test any product supplied for faults. When contacting us, please provide as much information regarding the fault as possible as support can be given remotely to diagnose or fix the problem. This can prepare the team for receiving the faulty product, or eliminate the need for returning the physical product altogether. NTA’s support team will determine whether the fault can be fixed remotely or if the physical product needs to be returned.
16.2 Returns Procedure:
16.2.1 Please contact our sales team at [email protected], providing the following details:
A. Your account number
B. The reason for the return
C. Invoice number
D. MAC address (if applicable) of the product
16.2.2 An RMA form will be sent to you along with an outer packaging slip.
16.2.3 Please send the faulty item back to us for testing. The RMA Number is valid for 28 days as stated in our T&Cs.
16.3 Warranty Period:
16.3.1 If the product is within its warranty period and a fault is found, we will replace the product with a like-for-like or similar item free of charge (delivery fee applies).
16.3.2 If the product is within its warranty period and no fault is found or the fault is fixable, we will return the original product to you (delivery fee applies). An invoice will be raised for the return courier fee. Engineering time will also be charged at £25.00 per fault.
16.3.3 If the product is out of its warranty period, we will still attempt to fix the fault, but we may recommend and quote a replacement (delivery fee applies).
16.3.4 For products that are DOA (Dead On Arrival) meaning they are faulty when first received by the user, NTA will offer an advance replacement. The replacement will be chargeable, once we receive the faulty product, we will carry out testing to confirm if the product is DOA and faulty (no delivery fee applies). If the product is DOA, a credit for the advance replacement will be applied. If the product is in full working order, the advance replacement will remain chargeable and the original product will be sent back to you (Delivery fees apply).
16.4 Equipment Purchase:
16.4.1 NTA honour a money-back guarantee when the Customer has returned all equipment that has been supplied to them.
16.4.2 If you have simply changed your mind about any item ordered and you wish to return it, you can do so provided you inform us of your decision within 14 days of receipt. The item must not be used and must be ‘as new’ when returned to us. Items must have no markings on both the inner and outer packaging or the product itself. Any seals must be intact.
16.4.3 Customers can email [email protected] and request an RMA number. You then have 28 days to returnthe goods to the address youwill be provided with.
16.5 Once we have received the items, we’ll issue a refund for the product. All equipment must be returned complete and in its original packaging and in an “as new condition” with the exception of goods delivered incorrectly or that are faulty on arrival, the cost of return carriage is your responsibility.
16.6 Calling credit and Services:
16.6.1 No refunds will be given on cancellation for prepaid calling credits, or any of our monthly services.
16.7 Advance replacements are available upon request, however, if the product is found to not be faulty, NTA will return the product to you and the advance replacement will be chargeable, along with the return courier cost.
16.8 We are unable to accept any headsets returns due to hygiene reasons unless they are DOA.
16.9 The warranty period begins on the day of despatch or the date the order is ready for collection from our offices. The warranty is void if the product has been tampered with, altered, neglected, or used/connected incorrectly.
16.10 Customers are responsible for ensuring our products are compatible with your system/service before purchasing. Advice is available from our sales team and support team on all of our products and services.
16.11 If goods are ordered incorrectly, these can be sent back to us, however, there is a 15% restocking fee per item (delivery fee applies).
16.12 All courier fees for sending/returning items to NTA are the responsibility of the Customer (unless the product is DOA) with NTA’s address clearly labelled, along with the outer packing slip provided at the time of the RMA request. Please ensure products are packaged suitably and securely.
Products should be shipped to;
NTA Ltd – Returns
Ivy Lodge Farm
179 Shepherds Hill
Harold Wood
Essex
RM3 0NR