1. PRE-CONTRACTUAL NOTICES
1.1 You are not obliged to accept this agreement; however, your attention is brought to Clause 5 below, which clearly defines the conditions under which this agreement between you and us shall commence and the duration of its term. If you have any queries relating to this agreement, then please contact us by sending an email to ‘firstname.lastname@example.org.
1.2 From time to time we will update these terms and conditions. We will inform you whenever changes occur via our monthly invoice to you and you can request a copy of these new terms at email@example.com. If you do not write to us within fourteen (14) days of our notification, clearly stating which changes you do not accept, it will be deemed that you have seen our notification of the changes, read them and found them to be acceptable.
In these conditions (unless the context otherwise requires) the “Act” means the Telecommunications Act 1984 and any amendments, modifications re-enactment or replacements of the Act that may be made from time to time. “We”, “us” and “our” means Meta Eagle Ltd. and its successors in title and assigns from time to time. The “Contract” or “Agreement” means the contract between you and us for the provision of Services. The “Hire Agreement” means the hire agreement for the hardware (if any) made between the Customer and the Company of even date herewith. “You” and “your” means the person or firm with whom the Contract is made. The “Services” means the telecommunications services to be supplied by us pursuant to the contract.
3.1 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by you to us and the provision of these conditions shall prevail unless expressly varied in writing and signed by a Director on our behalf. Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.
3.2 Any concession made, or latitude allowed by us to you shall not affect our rights under the Contract.
3.3 In the event that services we have provided to you that were subject to a Contract are upgraded, enhanced or modified in any manner whatsoever, as a result of your request, then the terms and conditions of this contract shall supersede the terms and conditions of the previous contract that you agreed to enter into.
4. THE SERVICES
4.1 We undertake to provide you with the Services in accordance with these conditions and our standard Service Level Agreements.
4.2 If appropriate, you authorise us, our agents, employees or other authorised personnel to reprogram and/or install access equipment, in order to provide the Services.
4.3 All times, dates and periods given for performance of the Services are in good faith, but without responsibility on our part.
4.4 You acknowledge that in order to avoid delays occurring in the ordering process we may need to be notified by your existing incumbent(s) of any products or Services presently in use on your line(s) or subscription(s). Your existing incumbent(s) are under a strict duty not to disclose information about one of their customer’s telecommunication services to a third party unless their customer has consented to such disclosure. Upon entering into this Contract, you give consent to your existing incumbent(s) to disclose such information to us.
4.5 The customer agrees that, during the Contract Length, we shall be the sole and exclusive provider of the Services, save that for Services will need to be migrated from an existing supplier to the us. You agree to migrate all such services from your existing supplier as soon as reasonably practicable after we accept your order in 5.1.
4.6 We may supply you with Services, which are procured from either our Incumbent Service Provider or other third- party providers or our technical partners.
4.7 All Hardware is excluded from the support contract unless otherwise stated. Where possible and when devices are under manufacturer warranty this avenue will be investigated first. Hardware cover can be arranged at a premium and then will be listed in the above hardware section.
5. LENGTH OF THE CONTRACT
5.1 The Contract shall come into force with effect from the date of acceptance by us of your order.
5.2 The Contract length for all services in this Contract shall be calculated from the date of which the contract quote was accepted. This will be the deemed the “start date”.
5.3 The Contract length (unless otherwise agreed by us in writing) shall continue for the period stated within the Contract, from the start date in section 5.2. All Contracts carry a minimum term of twelve months in length and each item will be liable for billing as in Clause 10 from the install date of each individual item until the end of the contract.
5.4 Unless indicated by either party in writing by recorded delivery, during the term of the contract and at least thirty days before the expiration date of the Contract, that the Contract is to not be renewed on its anniversary date, then the Contract shall automatically renew for the same period of time for the length that it was entered into in the first instance. This renewal process will recur on each anniversary date of the Contract. 5.5. When, at any time after you have entered into agreeing with our terms and conditions for the first time, you order additional services from us, upon the date that each of these new services are provided, each of them will invoke a ‘new instance of our most recent terms and conditions at that date’, being agreed by you.
6. YOUR USE OF THE SERVICES
6.1 It is agreed by you that at any time we can change our preferred method of routing your communications over the Services we have provided.
6.2 It is expressly agreed by you to not route any communications material over the Services we have provided with any third-party provider without our prior consent to you in writing.
6.3 You shall ensure that your communications apparatus shall at all times conform to the relevant standard(s) (if any) under the Act and we shall not be under any obligation to connect or keep connected any of your apparatus if it does not conform or if in our reasonable opinion it is liable to cause death, personal injury or to impair the quality of any Services provided by us or to put us in breach of our obligations to any third party. You shall also comply with all relevant statutes, regulations or other regulations in force from time to time.
6.4 You undertake to use the Services in accordance with the Act, and any license granted there under.
6.5 You further undertake not to use the Services; as a means of communications for a purpose other than that for which the Services are provided; for the transmittance of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which when transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.
6.6 You shall indemnify us from all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection or in breach of any provision of the Contract.
7. OUR ACCESS TO YOUR PREMISES
You shall permit or procure permission for us, our agents, employees and other persons authorised by us to have access to your premises in order that we can have access to any equipment that we have provided or need to connect to, in order to provide the Services as stated within the Contract.
8.1 In the event that you fail to pay for our Services within 14 days of the due date, we may at our sole discretion upon giving you notice elect to suspend forthwith our Services until such time as all due payments have been received by us.
8.2 In the event of suspension due to clause 8.1 you agree to pay, in advance of our Services being re-instated to you a “Pro Forma” invoice we shall issue to you for a value, equal to no more than three months average monthly billing for the Services; and an additional re-connection administration charge. The amount you pay to us in respect of the “Pro Forma” invoice, less the re-connection administration charge will be held on account by us as a security bond, until such time as our communication Services to you are de- provisioned and a final account has been reconciled by us.
8.3 All hardware and material supplied remain the property of Meta Eagle LTD until paid for in full. Payment terms are in accordance to the relating quote and subsequent invoice. Should no date specified then payment should be received as outlined in section 10.1 in this document. In the event you have any queries regarding the invoice then you should contact us on 0330 043 2092 or email firstname.lastname@example.org as soon as possible
9. OUR LIABILITY
9.1 In these Conditions we do not exclude or restrict our liability for death or personal injury resulting from our negligence of our employees while acting in the course of their employment insofar as the same is prohibited by the United Kingdom statute.
9.2 Nothing in these Conditions shall impose any liability upon us in respect of any non- performance of Services which are not performed in accordance with the Contract arising out of your own acts, omissions, negligence or default.
10. CHARGES AND PAYMENT
10.1 You agree to pay for our Professional Services by Direct Debit mandate or bank transfer, within thirty (30) days of our invoice to be rendered once in each calendar month during the continuance of the contract. Where possible we prefer customer to pay their invoices via Direct Debit and subsequently if not done so already a representative of Meta Eagle will send a direct debit mandate for completion and authorisation.
10.2 Where hardware has been provided as part of a project or ‘service request’ the term of the invoice will be fourteen (14) days, as often there is in-cured expense on our art to supplier
10.3 In the event that our monthly invoice to you is not paid prior to our next month’s invoice to you, we reserve the right to alter your tariff to a non-discounted retail tariff and remove all previous discounts.
10.4 We reserve the right to charge interest on any outstanding amounts at the prevailing rate under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue from the invoice due date and will continue to accrue until judgement or payment is received. In addition to Meta Eagle Ltd shall be entitled to charge all reasonable administrative costs and costs of recovery.
10.5 In the event that a payment you make to us is either returned or rejected by your bankers or forwarded by your bankers to a 3rd party banker for payment, we shall be entitled to levy a £50.00 administration charge against your account with us.
10.6 We shall be entitled to increase our charges due to regulatory or law changes and shall give to you thirty days’ notice of any such increases, such increases shall take effect after the expiry of such notice.
11. TERMINATION OF THE CONTRACT
11.1 Notwithstanding any other provision of these conditions, either party (without prejudice to its other rights) may terminate this Contract with immediate effect by giving notice in writing to the other, in the event that; the other is in breach of any provision of the Contract and where such breach is remediable fails to remedy that breach within twenty eight days of a written notice from the non- defaulting part specifying the breach; or the other is subject to bankruptcy or insolvency proceedings, or is making any composition or arrangement with creditors or assignment for their benefit.
11.2 It is agreed by you that until such time that we provide you with a “unique release code” or confirm in writing, will not be permitted to move the Service(s) in respect of the access/rental charges and/or the call charges pertaining to any circuits or any telephone numbers that constitute a part of this contract, to the account of another company.
11.3 Upon notification by you to us that you wish to terminate the Contract, you agree to pay a “Pro Forma” invoice that we shall issue to you for a value equal to the remainder of the contracted period, where services relate to variable usage then we will calculate the average highest period of usage for the previous 3 months, 6 months or 9 months. The amount you pay to us in respect of the “Pro Forma” invoice will be held on account by us until such time as your communications activities are de-provisioned from the Services. A final account will be reconciled by us and any funds due to you will be refunded within thirty days from the date we calculate your final account.
11.4 Prior to us agreeing to termination of the Contract, you agree to settle your account with us in full and either return any hardware that has been installed and not been paid for in full or pay for the cost of that hardware.
11.5 It is agreed by you that you will underwrite any costs incurred in de- provisioning our Services to you.
12. MATTERS BEYOND REASONABLE CONTROL
Neither party shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation an act of God, inclement, weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock out, trade dispute or labour disturbances, any act or omission of Government, highways authorities, other public telecommunication operations or other competent authority.
13. LIMITATION OF LIABILITY
13.1 Our aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed a sum equal to one month’s billing for the Services by us to you based on the average billing for the Services by us to you over the previous three months.
13.2 Neither party shall be liable for any costs, claims, damages or expenses arising out of negligence or out of breach of contract or statutory duty calculated by the others loss of profits or income production or by reference to the accrual or any such costs, claims, damages or expenses on a time basis.
13.3 Neither party shall be liable for any costs, claims, damages or expenses arising out of negligence or out of breach of contract or statutory duty calculated by reference to any loss, anticipated savings or profits whatsoever, as a result of the corruption or destruction of data.
Neither party shall, whilst the Contract is in force or for a period of 1 year thereafter, shall disclose any of the other’s confidential information nor any details of the other’s commercial or technical activities or policies except insofar as is strictly necessary for fulfilling its obligations hereunder and except for a disclosure required by statute or law and save for information which is or subsequently enters the public domain.
15. ASSIGNMENT AND SUB-CONTRACTING
Both parties may assign or sub-contract the Contract either in part or in whole, without the others prior written consent.
16.1 The Contract represents the entire understanding between you in relation to the subject matter hereof and supersedes all other agreements and representations made either by you or us, whether oral or written and the Contract may only be modified if such modifications are in writing and signed by a duly authorised representative of each of you and us.
16.2 The Contract shall be governed by and constructed and interpreted in accordance with English laws and the parties hereby submit to the exclusive jurisdiction of the English Courts of Law with English laws and the parties hereby submit to the exclusive jurisdiction of the English Courts of Law.
Meta Eagle Ltd, WeWork, 55 Colmore Row, Birmingham, B3 2AA Meta Eagle Limited a company incorporated in England under Company Registration Number 10903286 VAT Registration Number 341588783