Services & Equipment Terms and Conditions

  1. Definitions
    1.1. In these conditions (unless the context otherwise requires):
    “Contract” means the contract between you and us for the provision of the Services and/or Equipment incorporating these Terms and Conditions;
    “Equipment” means the equipment specified in the Order;
    “Minimum Contract Period” (MCP) means the term for which the Services will be provided as stated in the Order, or, if no term is specified, a period of 12 months from the Service Commencement Date.
    “Order” the Customer’s order for Services and/or Equipment as set out in an NNL order form, the Customer’s online order form, the Customer’s written acceptance of a quotation by NNL or overleaf, as the case may be;
    “Recurring Charges” includes line and data circuit rentals, service fees, etc. which are charged monthly and are specified in the Order;
    “Services” means the telecommunications service(s), including the provision of mobile services and software, and related installation services (including but not limited to telephony connection services) specified in the Order;
    “Service Commencement Date” (SCD) means the date(s) set out in the Order on which the Services will commence, or where no date is specified means the earlier of: (a) the date the Service is made available for use by the Customer; or (ii) the date the Customer first uses a Service;
    “Support Option” means the NNL provided support services as specified in the Order;
  2. Contract Formation
    2.1. The Order constitutes an offer by the Customer to purchase Services and/or Equipment in accordance with these conditions.
    2.2. The Order shall only be deemed to be accepted when NNL issues written acceptance of the Order at which point and on which date Contract shall come into existence.
    2.3. The Services and the Equipment will be provided by NNL to the Customer for the duration of the MCP.
    2.4. It is the responsibility of the Customer to terminate its existing agreement with its current supplier (if any), and to pay any resulting termination fees, unless otherwise agreed in writing with NNL.
    2.5. The Contract constitutes the whole agreement and understanding of the parties as to the subject matter hereof and supersedes all other terms and conditions. There are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in the Contract unless expressly varied in writing and signed by a director of each party.
    2.6. Where the Customer requests additional Services to be provided not included in the Contract, these will be provided under separate agreement as agreed by the parties.
    2.7. NNL may vary the terms of the Contract at any time by giving 30 day’s written notice to the Customer in order to:
    2.7.1. comply with any legal or regulatory obligation; or
    2.7.2. maintain the integrity or security of the Services; or
    2.7.3. introduce new Services features; or
    2.7.4. introduce improved levels of service for the Services.
    2.8. Except for the reasons for varying the Contract under clause 2.7, NNP may vary the terms of the Contract at any time after the MCP by giving 30 day’s written notice to the Customer. Upon receipt of a notice to vary the terms of the Contract, if the Customer disagrees with the variation(s), the Customer may give 30 days’ written notice to NNL to terminate the Contract.
    2.9. If any term of the Contract is or becomes unenforceable or invalid, such invalidity or unenforceability shall not affect the other terms of the Contract which shall remain in full force and effect. If any term of the Contract is or becomes invalid or unenforceable but would be valid or enforceable if some part of it were deleted or modified by the parties, the term in question shall apply with such modification as may be necessary to make it valid and enforceable. The parties shall act reasonably and in good faith to agree any such modification.
    2.10. Nothing in the Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties. A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    2.11. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (Including non-contractual disputes or claims) shall be governed by, construed and interpreted in accordance with English law under the exclusive jurisdiction of the English courts.
  3. Finance, Credit & Payment
    3.1. The Customer agrees to pay for the Services by direct debit mandate in full within 14 days of the date of invoice issued by NNL. If NNL agrees to accept payment by cheque, NNL reserves the right to apply a reasonable monthly handling charge to cover its administration costs.
    3.2. NNL reserves the right to terminate the Services without notice upon rejection of any direct debit mandate or payment or if the Customer’s bank (or its agent or affiliate) seeks return of payments previously made to NNL which NNL in good faith believes the Customer is liable for.
    3.3. The Customer shall pay the charges for the Services as set out in the Order.
    3.4. NNL shall be entitled to decrease charges at any time and any decrease will be reflected in the next issued invoice.
    3.5. NNL may increase charges at any time upon provision to the Customer of 30 days’ written notice. Such notice may be contained in billing information or in invoices provided to the Customer.
    3.6. The Customer may terminate the Contract within 30 days of being notified of any increase in the charges notified pursuant to clause 3.5 by providing 30 days’ written notice to NNL. If the Customer terminates the Contract under this clause 3.6 it will not be held to the MCP or be liable for termination charges.
    3.7. NNL shall send invoices for telephone call charges each calendar month in arrears or in such other form and manner as shall be determined by NNL. Call charges payable shall be calculated solely by reference to data recorded or logged by NNL whether or not the Services have been used by the Customer or with the Customer’s authority and irrespective of any fraud and such data shall, in the absence of manifest error, be final and binding.
    3.8. NNL will invoice monthly in advance for recurring charges and any other network or ancillary Services purchased by the Customer.
    3.9. Time shall be of the essence for payment for all charges due under the Contract.
    3.10. Without prejudice to any other rights NNL may have, NNL is entitled to claim interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998.
    3.11. If it is necessary for NNL to send correspondence to the Customer in order to obtain payment for overdue accounts, NNL reserves the right to make a charge of £20 per letter sent to the Customer.
    3.12. NNL reserves the right to refer any outstanding account to a debt collection agency. If a debt collection agency is instructed to collect payment (including interest and late payment charges) on NNL’s behalf, the Customer must pay NNL’s costs payable to the agency, who will add the sum to the Customer’s outstanding account debt.
    3.13. All sums referred to in the Contract are exclusive of value added tax and any other taxes of similar nature which may from time to time be introduced which shall (if applicable) be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
    3.14. NNL may, at its sole discretion and before providing any Services, carry out credit checks or complete its Credit Vetting Procedure with respect to the Customer.
    3.15. It is agreed that where NNL approaches a finance or lease provider to arrange finance for Equipment then NNL acts as an agent for the Customer and not for the finance or lease provider.
    3.16. If indemnities are required by a relevant finance provider, failure to provide such indemnities shall constitute a breach of the Contract by the Customer and shall entitle NNL to terminate the Contract.
    3.17. After delivery and installation (where applicable) of the Equipment is completed, any failure by the Customer to complete any relevant finance agreement documentation shall render the Customer liable to pay to NNL all charges due under the Contract within 7 days of the date of invoice by NNL.
  4. Supply of Equipment, Numbers & Installation Services
    4.1. Delivery and/or installation of any Equipment shall occur after the date on which NNL receives all instructions and information required from the Customer and where possible on the estimated date for delivery specified in the Order. NNL does not guarantee that delivery or installation will take place on any specified date and time is not of essence with respect to any such delivery date.
    4.2. If the Contract provides for delivery of Equipment by instalments, any delay in the delivery of any instalment shall not entitle the Customer to treat the Contract as in default, to reject any other instalment or to terminate the Contract.
    4.3. From the moment of delivery, the Customer shall be responsible for insuring the Equipment to protect from risk of loss or damage, irrespective of whether title to the Equipment has passed to the Customer or payment or part payment has been made by the Customer.
    4.4. Notwithstanding delivery and the passing of risk, the legal and beneficial interest in the Equipment shall not pass to the Customer until NNL and/or the applicable finance provider has received cleared payment in full of all sums due for the Equipment and installation Services (where applicable). Nothing in this clause shall prejudice any proprietary rights of NNL, any of its licensors or any other rightful entities.
    4.5. The Customer shall prepare the site(s) identified in the Order where the Equipment will be installed (at its own cost) in accordance with NNL’s instructions. The Customer shall permit or procure (providing copies if requested) the relevant licenses or permissions from landlords or other third parties for NNL’s agents, employees and other authorised persons to have access to the Customer’s sites in order to install the Equipment and shall provide such reasonable assistance and information as requested from time to time to facilitate the installation Services. Access will usually be arranged by appointment.
    4.6. The Customer warrants, represents and undertakes that there are adequate health and safety provisions in place at the sites, there is a suitable and safe working environment, and that they hold legally sufficient third-party public liability insurance.
    4.7. The Customer must identify asbestos contaminated areas at the sites prior to commencement of works. If NNL discovers asbestos contaminated areas at a site then NNL will cease work until the asbestos is removed (at the arrangement and cost of the Customer) or the area is made safe for the works to resume. NNL shall have no liability for any delay which arises as a result of asbestos contamination.
    4.8. The Customer shall ensure that steps have been taken to configure any Equipment (whether supplied by NNL or not) so as to prevent such Equipment being used in the commission of criminal offences including the making of fraudulent, unauthorised or bad faith calls.
    4.9. The Customer acknowledges that NNL shall have no liability for: (i) any inability to use the Services is due to incompatibility between the Customer’s own equipment/systems and the Equipment and/or Services; or (ii) any loss or damage arising directly or indirectly from the use of the Customer’s own equipment/systems. The provisions in this clause apply irrespective of whether or not NNL has recommended the use and/or performance of any of the Customer’s own equipment.
    4.10. If a Support Option has been purchased by the Customer, NNL will endeavour to replace or repair defective Equipment or re-perform any installation Services (only where NNL has supplied installation Services), without cost to the Customer, for the duration of the Support Option term.
    4.11. If a Support Option has not been purchased, NNL will (at its sole and absolute discretion) either arrange repair or replacement of any defective Equipment or arrange to make good any defect which shall be proved to our satisfaction to be the result of faulty design, materials or manufacturing within a reasonable period of time from the date of installation or delivery of the Equipment.
    4.12. The Customer agrees and accepts that the provision of the Services is not guaranteed to be fault free, and that optimal Services provision will only be achievable by using the Equipment provided (or otherwise recommended) by NNL in the manner recommended by NNL.
    4.13. NNL shall not be liable for defects which arise from neglect, misuse, or faulty maintenance of the Equipment by the Customer or its contractors, or from alterations or improper repairs carried out without the prior written consent of NNL or arising from normal wear and tear.
    4.14. Where NNL replaces defective Equipment, it shall be entitled to supply serviceable reconditioned items in substitution. NNL reserves the right to charge on a quantum meruit basis for the cost of repairs and/or call-outs if it considers that a defect has resulted from misuse or unauthorised repair or alteration of the Equipment by the Customer or any third party, or from normal wear and tear.
    4.15. OFCOM and/or the relevant carrier each have the power to withdraw allocation of telephone numbers and such no number can be guaranteed by NNL.
    4.16. Where the Customer has requested that its existing telephone numbers or other telecommunications services be ported or migrated from an alternative network, the Customer shall be responsible for obtaining a PAC (Port Authorisation Code) and/or MAC (Migration Authorisation Code).
    4.17. The Customer acknowledges that if the Services and Equipment are fully operational, 999/111/101/112 public emergency calls can be accessed. However, if there is a Services interruption or power failure for any reason, such outage or failure may prevent access to these numbers. The Customer therefore accepts that it should always maintain alternative means of accessing emergency services.
  5. Confidentiality
    5.1. A party in receipt of confidential information disclosed by the other party shall keep it in confidence, whether written or oral and will not disclose such information to any third party without the prior written consent of the disclosing party, except to the extent that any disclosure is required by law.
    5.2. Neither party will, without the consent of the other, disclose confidential information to any person other than its employees, contractors or professional advisers who shall require the information for the performance of obligations under the Contract.
    5.3. Information shall not be treated as confidential if it is:
    5.3.1. lawfully in the public domain; or
    5.3.2. lawfully in the possession of the Customer or NNL before disclosure from the other has taken place without any duty of confidentiality attaching to it;
    5.3.3. obtained from a third party who is entitled to disclose it without any duty of confidentiality attaching to it; or
    5.3.4. replicated independently by someone without access or knowledge of the information.
    5.4. All parties shall adopt, retain and keep updated adequate procedures and security measures which legally and reasonably protect the confidential information of the other party from inadvertent disclosure or release to unauthorized persons.
    5.5. If the Customer receives a request to disclose any of NNL’s confidential information under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction the Customer will notify NNL immediately of the request and give NNL at least 10 business days to make representations before releasing the requested information (except where required by law).
  6. Intellectual Property Rights
    6.1. Both NNL and the Customer shall retain all right, title and ownership in and to any intellectual property rights (IPR) which it owns prior to the SCD and the other party shall have no rights to use such IPR whatsoever other than as expressly provided for in the Contract.
    6.2. The Customer agrees that NNL may use and display the trademarks (or similar), trade names, brands and logos of the Customer solely in respect of advertising the relationship between the parties and the provision to the Customer of services.
    6.3. The Customer shall not use or display the trademarks (or similar), trade names, brands and logos of NNL without obtaining the prior written consent of NNL (not to be unreasonably withheld or delayed).
    6.4. If NNL or the Customer becomes aware of an infringement or threatened infringement of IPR belonging to the other party, then that party shall promptly notify the other party of all relevant details relating to the infringement or threatened infringement.
    6.5. Each party may take such steps and proceedings as it considers necessary or desirable to protect its IPR and the other party must render all reasonable assistance in this regard, at the expense of the party protecting its IPR.
    6.6. If a party licenses IPR to the other party for the purposes of the Contract, and that IPR infringes the rights of a third party, then the licensing party may:
    6.6.1. at its own expense take such steps as are necessary to cure the infringement; or
    6.6.2. provide alternative technology as soon as reasonably practicable; or
    6.6.3. if (in the licensing party’s opinion) neither of the foregoing options is reasonable, having regard to the likely costs and other relevant matters, terminate the Contract without further liability of either party.
  7. Data Privacy
    7.1. Each party agrees to comply with the Data Protection Act 2018 and other applicable data protection laws and regulations when dealing with information given to it by the other party under this Contract.
    7.2. The Customer acknowledges that NNL may put its name and other details obtained from the Customer into a secure computerised directory for internal use and for the purposes of providing the Services.
    7.3. NNL will process personal data in accordance with its Privacy Policy and Privacy Notice, both of which are available on www.nicenetwork.uk and available upon request from NNL’s Data Protection Officer at gdpr@nicenetwork.uk.
  8. Liability & Limitation
    8.1. Nothing in the Contract shall impose any liability upon NNL in respect of non-performance of the Services where such non-performance is as a consequence, whether directly or indirectly, of the Customer’s or third parties’ acts, omissions, negligence or default.
    8.2. The Customer acknowledges that NNL is entirely dependent on its suppliers in relation to the quality of the Services. NNL may not be held liable in the event of Services failure arising from any network, connection infrastructure or equipment defect.
    8.3. The Customer shall indemnify (and keep indemnified) NNL from all losses, fines, damages, claims, costs and expenses incurred by NNL arising from or in connection with the Customer’s use of the Services or as a result of Customer’s breach of any provision in the Contract.
    8.4. If the Services fail and the Customer’s calls are diverted to another carrier, NNL shall not be obliged to pay any charges incurred by the Customer with that carrier.
    8.5. NNL shall not be responsible for any charges relating to the Services as a result of fraudulent activity either by the Customer or a third party. The Customer agrees to pay for all charges arising from such fraudulent activity.
    8.6. Except as referred to in clause 8.8 and subject to clause 8.7, the aggregate liability of NNL in respect of all claims arising under or in connection with this Contract (whether in contract, tort or otherwise) in any calendar year shall be limited so that it shall in no circumstance exceed the higher of either: (a) £10,000; or (b) the total fees payable by the Customer in the calendar year in which the claim arose.
    8.7. NNL shall not in any circumstance (other than those referred to in clause 8.8) be liable for any loss of profits (actual or anticipated), loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of or damage to data or for any indirect, incidental or consequential loss or damage.
    8.8. Nothing in this Contract shall exclude or limit NNL’s liability for: (a) death or personal injury resulting from negligence; (b) any claim based on fraud or other criminal act; or (c) any liability which cannot be excluded or limited under applicable law.
    8.9. Neither NNL nor the Customer shall be liable to the other for any loss or damage which may be suffered by the other due to any event beyond its reasonable control, including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock out, health related lock-down or pandemic, trade dispute or labour disturbances, any act or omission of Government, highway authorities, other public telecommunication operators or other competent authority, or production or supply services of third parties.
  9. End of Contract, Termination & Suspension
    9.1. The Contract will remain in force and the Services will be provided for the duration of the MCP. Upon expiration of the MCP and subject to clause 9.4, the Contract will automatically renew on the same terms save that the Services will then be provided on a month-to-month basis (each such monthly period being a “Renewal Period”).
    9.2. During the MCP and subject to clause 9.6, the Contract may be terminated by the Customer: (i) by giving NNL not less than 90 days’ prior written notice to expire on or before the expiration of the MCP for Services that consist of leased line/dedicated internet access circuits and any other dedicated solutions; or (ii) by giving NNL not less than 30 days’ prior written notice to expire on or before the MCP for all other Services.
    9.3. During any Renewal Period, the Contract may be terminated by the Customer by giving NNL not less than 30 days’ prior written notice with the date of termination being the last day of the Renewal Period falling on or after the expiration of the 30-day notice period.
    9.4. If the Contract renews pursuant to clause 9.1: (a) NNL reserves the right to make a monthly out of contract charge of up to £1000 or 15% (whichever is the lower) of the value of the monthly rentals or charges received by NNL in the preceding twelve months from the Customer in addition to the ongoing charges payable for the Services; and/or (b) NNL reserves the right to increase the charges on 30 days’ notice to the Customer.
    9.5. If the Customer terminates the Contract or the Contract is otherwise terminated for any reason prior to the expiration of the MCP the Customer will remain liable for the charges due in respect of the Services up to the date of termination plus an amount equal to: (a) 100% of the total amount of recurring charges otherwise payable during the remainder of the MCP; and (b) 50% of the Customer’s average monthly call spend prior to the date of termination for each month from the date of termination up to the expiration of the MCP.
    9.6. Any notice given by either party under the Contract shall be deemed to have been duly given if delivered by hand or first class recorded delivery (in both cases with signed proof of delivery) to the recipient’s address as stated in the Order or such alternate address as may be notified pursuant to the provisions in this clause.
    9.7. The Customer shall be deemed to have terminated the Contract if during the term of the Contract it switches all or part of the call traffic or line rental provision or Services from NNL to another telecoms provider. If termination pursuant to this clause occurs during the MCP then the Customer will remain payable for charges to NNL in accordance with clause 9.5.
    9.8. NNL reserves the right to invoice the Customer for
    9.8.1. VoIP numbers which are ported away up to the value of £15 per direct dial in (“DDL”) number; and
    9.8.2. £25 per PAC code request.
    9.9. If NNL did not charge the Customer for installation Services, NNL reserves the right to subsequently invoice the Customer for such installation Services charges if the Contract is terminated for any reason prior to the expiration of the MCP.
    9.10. Should the customer wish to cancel their agreement prior to the service commencement date and equipment has been ordered for them following a site survey, they will be subject to a re-stocking fee equating to 25% of the invoice value or FULL price of any bespoke equipment.
    9.11. Any technology funds agreed at point of connection will remain as a virtual fund and will be held by NNL on the understanding that this fund is expressly in place to allow the Customer to order equipment only from NNL. The purpose of the fund is to replace faulty hardware during the term of the Contract. Any proportion of the fund not drawn down or left in the virtual fund at the end of the term of the Contract will be reset to a zero value. No exceptions will apply, and no other alternatives of cash or credit will be offered.
    9.12. All subsidiaries, technology funds, credits and any other benefits issued by NNL are held by NNL in order to supply associated hardware during the term of the Contact. If the Customer terminates the Contract before the expiration of the MCP or enters into any formal liquidation, insolvency procedure or otherwise ceases to trade or for whatever reason ceases to engage NNL in respect of IT services or VoIP services management , all technology funds and or devices which had been subsidised and supplied for the purpose of the Contract and associated with the Contract, remain the property of NNL and may be used by NNL at its discretion.
    9.13. If NNL is unable to provide any specific Service for any reason, then this shall not entitle the Customer to terminate the provision of any of the other Services set out in an Order.
    9.14. NNL may terminate the Contract or suspend the Services with immediate effect (without compensation) by giving the Customer notice in writing, if:
    9.14.1. the Customer is in remedial breach of any provision of the Contract and the Customer fails to remedy that breach within 14 days of a written notice specifying the breach;
    9.14.2. the Customer is subject to any form of bankruptcy or insolvency proceedings, including, taking steps towards bankruptcy or insolvency, making an arrangement with creditors or any seizure of its assets;
    9.14.3. the Customer fails to make any payment when it becomes due;
    9.14.4. NNL is obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation or other competent authority;
    9.14.5. abusive use of the Services or abusive behaviours (or conduct) by the Customer or Customer representatives is observed;
    9.14.6. the Customer is found to be causing, aiding, encouraging or facilitating a domain or URL to point or direct traffic to any material that violates any applicable law or regulation; or
    9.14.7. the Customer is found to be using or facilitating the use of the Services to (including by pointing to websites or locations that) create, transmit, distribute or store materials that include tools designed for compromising security (including but not limited to password guessing programs, cracking tools or network probing tools) data protection or anti-terrorism laws, impairing the privacy of communication or knowingly contain viruses.
    9.15. Where NNL suspends the Services as a consequence of the Customer’s breach, the Customer shall reimburse NNL for all reasonable costs and expenses incurred implementing such suspension and/or re-provisioning the Services if the suspension is lifted.
    9.16. If NNL exercises its right to suspend the Services for any reason (including failure to correct any abuse within 30 days of notice) this shall not restrict any right of NNL to terminate the Contract.
  10. Dispute Resolution
    10.1. The parties agree to use reasonable endeavours to resolve any dispute arising out of or in connection with the Contract between themselves before seeking to resolve the dispute by any other means.
    10.2. Any disputes between the parties arising out of or in connection with the Contract shall in the first instance be considered by senior representatives of both parties. If resolution is not achieved by the parties’ senior representatives, the parties agree to seek to resolve such dispute through an agreed mediation procedure. If the dispute remains unresolved following mediation, either party shall have the right to refer such dispute for resolution via the courts.
    10.3. The Customer may refer the matter to The Communications Ombudsman, via the website www.ombudsman-services.org or by telephone on 0330 440 1614; and Ofcom, the communications regulator, via the website www.ofcom.org.uk, or by telephone on 020 7981 3040 or 0300 123 3333.

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