TERMS & CONDITIONS FOR THE SUPPLY OF NETWORK SERVICES, LINE RENTAL AND DIRECT ACCESS TELEPHONE SERVICES FOR BUSINESS OR DOMESTIC USE.

1. Definitions

a) ‘We’, ‘Us’, ‘Our’ RSR means RSR Communications Limited.

b) ‘You’ or ‘Your’ means the customer with whom we have made this agreement (or any person or organisation that we reasonably believe is authorised to act on the customer’s behalf).

c) ‘BT’ means British Telecom Plc whose network we use for our line network services.

d) ‘Services’ mean the products and services you have requested from us on our order form.

e) ‘Equipment’ means Multi Line Dialler(s) (“MLD”), smart box(s), connectors, cables and/or other associated equipment supplied to You by Us under this agreement.

f) “RSR Network” shall mean any network used by RSR to carry calls on your behalf.

g) “The Telecommunications Act” means the Telecommunications Act 1984 (including any subsequent amendments).

2. About this Agreement

2.1 What this agreement covers
This agreement covers the services and the equipment. It replaces any other oral or written agreements we have with you for the services or equipment. Any alterations to this agreement must be made in writing and signed by a Director of RSR.

2.2 The Equipment
All equipment supplied under this agreement shall at all times remain our property unless supplied under the terms of a credit agreement which is mutually agreed. You may not remove or alter any identification mark on or interfere with any equipment nor may you hold yourself, or infer that you have ownership, interest or right in any equipment. If you loose, damage or otherwise fail to return any equipment upon termination of this agreement, you will have to pay RSR the cost of replacing any such equipment.

2.3 Duration
This agreement is for a minimum contract term of 12 months unless you have elected for a 3, 24 or 36 month minimum contract term by writing the words “3 months minimum contract “, “24 month minimum contract” or “36 month minimum contract” in the special requirements overleaf. During the minimum contact term you are not entitled to use any other service provider or network to carry any of your outbound calls traffic.

2.4 Ending this agreement

a) You may end this agreement at any time (subject only to you having completed the agreed minimum contract term) by giving us not less than 60 days written notice (such notice to expire on a anniversary of the date of this agreement), and paying outstanding line rental, standing charges(s) and call usage charges for cancellation. However you will be responsible for any cost you incur in reprogramming of your equipment and for the cost for any calls made by you on the RSR network after the end of this agreement howsoever arising.

b) We may end this agreement if any licences you have to run your telecommunications equipment, or connect it to our Services, are amended or cease to be valid.

c) Either party may end this agreement if:

(i) the other breaks the terms of this agreement, and, after written notice does not remedy the breach within 14 days; or

(ii) the other is unable to pay its debts as stated in section S123 of the Insolvency Act 1986 (or any subsequent amendments); or

(iii) a liquidator (or other professional relevant to bankruptcy) is appointed to manage all or some of the other assets or operations (other than for the purpose of amalgamation or reconstruction); or

(iv) the other enters into an arrangement or composition with it’s creditors; or

(v) a court or a creditor appoints a receiver, administrator, or makes a winding up or bankruptcy against the other.
Upon termination of this agreement all services may be ceased without notice.

3. The Services

a) We will use reasonable efforts to make the services available but owing to the nature of telecommunication networks, it is impossible to guarantee a fault free service and the quality of the services depends on both the quality of the network to which you are connected and also on other telecommunication networks used to connect the call. It is your sole responsibility to ensure that your equipment is in working order so as to enable the provision of our services.

b) Standard care maintenance Level 1 - will provide cover between 0900hrs–1700hrs Monday to Friday, excluding public and bank holidays, RSR aims to respond to a fault report received before 1700 hours during the current working day, by the end of the next working day. Where a fault is reported outside of the above hours or after 1700 hours, the fault will be treated as if it has been reported at the beginning of the next working day. Work on fault repairs will only be carried out during the above working hours.

Prompt Care maintenance Level 2 – will provide cover between 0900hrs-1700hrs Mondays to Saturday, excluding public and bank holidays. RSR will endeavour to respond within 4 working hours of receipt of a fault report. If the fault is not cleared during this period, RSR will advise the customer of the progress being made to clear the fault. Subject to staff availability RSR may, at the customer’s request, continue to work on a fault reported under Prompt Care Level 2 conditions outside working hours,RSR will make an additional charge of £50.00 to the customer for each additional hour worked.

Total Care maintenance Level 3 – will provide cover 24 hours per day, 7 days a week including public and bank holidays, RSR will endeavour to respond within 4 hours of receipt of a fault report but this does not apply to faults which do not immediately affect the use of equipment by the customer. If the fault is not cleared during this period, RSR will advise the customer of progress being made to clear the fault.

c) RSR may change the service for operational reasons including a change to the code or telephone number used by the Customer or to change any technical specification of the Service provided any change to the technical specification does not materially affect the performance of the service. RSR may make alterations to the service, including without limitation, conversations, shifts, re-configurations and renumbers. Such alterations may result in disruption to the service.

d) In some cases there may be technical limitations beyond the control of RSR which make it unfeasible to supply service to a customer. These limitations may not be apparent for some time following installation. In such cases the service will be withdrawn and any changes that have been paid in advance will be refunded.

e) In the event of you requesting assistance from us to programme or re-programme any telecommunications equipment in your possession, and we agree to provide such assistance. We shall not be liable for any loss or damage as a result of any problems arising thereafter howsoever caused.

f) We will use reasonable efforts to deliver and install any equipment (or provide any new services) on the agreed date. Any date specified shall not be a term of this agreement but an estimated date only and may be subject to a site survey. We accept no responsibility for failure to meet the agreed delivery and installation date.

g) We undertake to exercise reasonable care in the installation, operation and maintenance of equipment.

h) Upon notification of a fault by you, we will use reasonable efforts during normal working hours to rectify such faults providing that the fault has arisen from normal and proper use of the equipment and services. Where there is a network fault on any lines that we provide to you on the BT Network, we will use BT engineers to repair the fault within the timescales of your agreed maintenance package. You are liable to pay any charges we incur for the repair of any faults affecting your lines arising from the use of your equipment or resulting from your negligence. In the event of a delay in repairing any network fault, our liability to you is limited to any compensation we may receive from BT in respect of that delay.

i) Your signature constitutes our authority to act as your agent in arranging for the transfer from BT to us of any line rental services requested with this agreement and the implementation of carrier pre-selection of your phone lines (as listed overleaf or subsequently requested by you to us) using whichever carrier(s) we may choose from time to time, and accordingly to notify BT of such carrier(s) on your behalf.

j) RSR does not warrant, represent, undertake or guarantee that:

(i) A customer will not be charged by their Access Provider for the conveyance of any call; and

(ii) The Access Provider used by the customer will convey any call to the RSR network.

4. Charging and Billing

a) We will calculate your monthly invoice using the prices shown in our current price list for the tariff applicable to the services you have requested.

b) We reserve the right to increase or decrease our charges and/or introduce new charges from time to time. If we increase any of our charges (except in so far as may be necessary to reflect any increase(s) in the cost to us of providing line rental services and related services or pursuant to clause 2.3 above), we will give you at least 14 days prior notice and in such circumstances you may cancel this agreement with immediate effect by notifying us before any increase takes effect.

c) We reserve the right to make changes to these terms from time to time and/or to introduce new terms form time to time if there are changes to the law or amendments to the terms and Conditions upon which we are able to obtain services from the network or carriers we are using or otherwise if we consider the changes necessary.

d) Charges for the service contained in your monthly statement will be calculated using data recorded by the carriers and networks which we use, and not from any data recorded by you. In the event of any dispute the call data record from the carrier or network shall be deemed to be conclusive evidence of that call.

e) We reserve the right to charge you for all costs incurred as a result of carrying out maintenance or repair work which in our reasonable opinion is a result of you not using the equipment in accordance with the manufacturers or our instructions or is as a result of damage or abuse by you, or where your equipment requires reprogramming as a result of abuse or negligence by you.

f) RSR may set a credit limit on your account at any time and require a deposit if you wish the credit limit to be increased.

g) Unless you have requested us to provide line rental services, you will receive a regular bill from BT (or other existing carrier) for your line rental and any calls not routed on the RSR network.

5. Access to premises

You will ensure that RSR or our representatives have access to the premises where any relevant equipment is sited or as necessary to enable us to arrange for any new services requested by you to be connected to the BT network, and provide any reasonable assistance required. All work carried out at your premises is chargeable in accordance with our current price list.

(i) We normally carry out work by appointment and during normal working hours. Occasionally we may ask to work at other times to ensure we provide the best possible service. You are not obliged to provide access outside normal working hours if you do not wish to do so;

(ii) If you request that we work outside normal working hours we will charge you for any work we carry out following any such request.

6. Using the Service

a) You will be responsible from the safe keeping and safe and proper use of any equipment we have installed.

b) You shall notify us immediately of any loss or damage to the equipment and shall indemnify us for any such loss or damage:

c) You agree to:

(i) use the services and equipment in accordance with the Telecommunications Act and relevant licences; and

(ii) use the services and equipment only as a means of communications for which they are provided; and

(iii) ensure Your own equipment conforms with the standards required under the Telecommunications Act, is in good working order, and safe to Our reasonable satisfaction; and

(iv) inform us of any changes(s) or proposed change(s) in your address, telephone or fax number(s).

d) You agree not to:

(i) connect any equipment other that those approved for use with the services or equipment under the Telecommunications Act; or

(ii) contravene the Telecommunications Act or any relevant licences or laws; or

(iii) use the services as a means of transmitting any material that is defamatory, offensive or of an abusive, obscene, or menacing nature.

e) In the event that RSR or its sub-contractors supply or offer the use of software to the customer for use in conjunction with the service, RSR grants the customer a non-exclusive, non-transferable licence for the use of such software for the duration of this agreement. Except as permitted, by law, the customer is not permitted to copy, de-compile or modify the software, nor copy the manuals or documentation supplied with such software.

7. Paying Your Bill

a) You must pay to us the installation fee or programming fee where applicable, any monthly (or other periodic) line rental charges (billed in advance or in arrears as we shall advise), the call charges (billed after the calls are made) and any other charges incurred in respect of the services. Installation and programming charges must be paid prior to any work being carried out by us. All other fees and charges must be paid by you within 14 days of the date of any invoice. By signing the attached direct debit form you agree to pay charges in connection with the services by direct debit and authorise RSR or its agent to deduct each month sufficient funds from your nominated bank account to pay for the services requested and/or used by you each month. In the event of our request for payment being rejected due to insufficient funds or cancellation, you will be charged a £5 administration charge on your next monthly statement.

b) All charges for our services are set out in our current tariff which is available from us upon request. This may change from time to time and we shall write to you with details of any changes, or notify you of such changes on your monthly bill.

c) The standard payment method is by direct debit. We will consider accepting payment by other methods but you will be charged each month an administration fee of 3% of the value of any bill not paid by direct debit unless we have agreed otherwise in writing.

d) We will charge interest calculated daily at the rate of 3% above the current base rate of Barclays Bank plc on any amount you fail to pay by the due date whether before judgement or after until we receive payment of that amount. You agree to pay for any fees or expenses reasonably incurred by us in collecting or attempting to collect any amount owed by you.

e) All calls are charged in increments of 1 second and rounded up to the nearest whole 1p up to the minimum call charge if the cost of the call is below the minimum call charge.

f) If we have reasonable cause to believe any of your calls are not being routed on the RSR network, and if we are providing line rental services, we reserve the right to increase the price we charge you for the line rental services and other standing charges by 25% with immediate effect.

g) VAT (where applicable) will be added to all our charges, together with any other applicable taxes, levies or charges which may from time to time be introduced.

8. Maintenance of Your Equipment

You will allow RSR (or an agent authorised by RSR) or arrange for your own maintenance engineer to reprogram your equipment if requested by us at any time in order to enable us to provide the service in an efficient manner. In the event any necessary reprogramming is not carried out within 10 working days of you being advised by us of the need for such work to take place, we shall have the right to suspend the services at our sole discretion. We may charge you for any maintenance or repairs we carry out at your request.Under these circumstances, RSR will give you written notice of worked requested and costs prior to its completion.

9. Suspending Services

a) Without prejudice to our other rights and remedies, we can suspend the provision of the services immediately without informing you and without notice if:

(i) We believe your equipment is being used in an unauthorised was or for criminal activities; or

(ii) You fail to pay any of Our proper charges when due or commit a substantive breach of this agreement; or

(iii) Your credit limit is exceeded; or

(iv) We are aware or have reason to believe that this agreement has been entered into fraudulently or we are satisfied that fraudulent or improper use of your equipment has taken place; or

(v) We have reason to believe that any amount of monies due from you may not be paid; or

(vi) If your direct debit instruction is refused or cancelled; or

(vii) You do anything (or allow anything to be done) which we think may damage or affect the operation of the networks; or

(viii) There are reasons outside our control.

b) In the above cases this agreement does not come to an end and you are still liable for all monthly (or other periodic) charges due during any period of suspension.

10. Responsibilities and jurisdiction

a) This agreement is governed by the laws of England where Your principal address is located in England, Wales or Northern Ireland and by Scottish law where your principle address is located in Scotland.

b) We will be liable to you if our negligence causes death or personal injury.
In all other circumstances Our maximum liability in respect of any incident or series for incidents under this contract is limited to £5000 in total and we will not be liable for loss of profits for revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings.

c) There may be occasions when we are unable to provide the services because of circumstances outside our reasonable control. We will not be liable to you if that is the case, and if you choose to use an alternative carrier or network then we will not be responsible for that carriers charges, and you will remain liable for any charges for services from us pursuant to this agreement.

11. Miscellaneous

a) You should use the address shown overleaf or on the last bill we sent to you (if different) as the address for any correspondence to RSR. If either party needs to send notices to the other these must be in writing and can be delivered by hand or first class post to the other parties address as stated overleaf as subsequently notified to the other. If notices are sent by post, they shall be deemed to have arrived at their destination 48 hours after posting.

b) We reserve the right to transfer this agreement to any third party at any time whereas you may not transfer or assign this agreement to anyone else unless we have agreed in writing beforehand.

c) In the event that at any time a Line Provider (e.g. BT) suspends or terminates telephony service to you, RSR shall have no obligation to notify you nor to continue to provide the services in relation to that line. RSR at their sole discretion may change their carrier(s) being used to route your call traffic at any time and without notice.

d) Failure by either party to enforce their rights under this agreement shall not prevent either party from taking further action.

e) We may use information held by credit reference agencies to help make credit decisions or fraud prevention. We may disclose information about you and your account to credit reference agencies. In addition, we can pass these details to other parties in relation to enquiries concerning the prevention and detection of crime, and for the apprehension or prosecution of offenders or as may be required by law or legal proceedings. We may disclose your name, address and mobile phone number to third parties in order for them to operate a directory service.

f) If you telephone us, your call may be monitored or recorded.

g) Notification under the Data Protection Act 1998-RSR Communications Ltd is registered with the Information Commissioners Office for the processing of personal data-registration number-Z9896766