These Terms and Conditions form part of the Agreement which concerns the provision by MF Telecom Services Limited (the Company) to you (the Customer) of one or more of MF Telecom Services’ services. The Company will provide you with the Service(s) as specified on the Customer Order Form subject to the provisions of this Agreement. The Company may vary how these services are provided if the Company wishes to maintain or improve their quality or needs to do so in order to comply with any applicable law or regulation.
“The Agreement” means these contracting terms and conditions and the Customer Order Form.
“Customer” means the company, partnership, sole trader or other legal entity named in the Customer Order Form.
“Company” means MF Telecom Services Limited (MFTS), registered in England and Wales, registration number 04057394, registered office 30 Chapman Way, Tunbridge Wells, Kent TN2 3EF, UK.
“Customer Order Form” means the accompanying document titled one or more of the following: Customer Order Form, Application Form, Data Order Form or Telecom Service Agreement, containing details of the Customer and the Services.
“Application Form” – see Customer Order Form
“Data Order Form” – see Customer Order Form
“Telecom Service Agreement” – see Customer Order Form
“Line Rental” is the provision of apparatus forming part of the network used by MFTS (the Company) to connect the Customer to a telephone exchange.
“Calls” means calls (including reverse charge calls) made on a line and a line is the apparatus forming part of the network used by the Company to connect the Customer to a telephone exchange.
“Broadband” means all broadband services, including ADSL and SDSL.
“Inbound Solutions” means services provided via Non-Geographic Numbers (NGNs), such as fax to email service, interactive voice response, time of day/day of week routing, call queuing and outbound call recording services.
“Equipment” means any Equipment, including but not limited to hardware, such as telephones, cabling, telephone systems, routers, switchers and power supplies, supplied by MF Telecom Services (the Company) to the Customer.
“Term” means the current period for which the Service is being provided, initialling starting with the Minimum Term and then followed by a rolling period, as set out in these Terms and Conditions or specified on the Customer Order Form, until the Agreement is duly terminated as per these Terms and Conditions.
“Minimum Term” means the minimum Term that a Service will be provided to the Customer for, specified in the Customer Order Form or, where applicable, the term specified in a particular section of these contracting terms and conditions.
“Exceptional Call Reporting” (ECR) (billed as ECR toll fraud protection) is carrier based traffic monitoring, programmed to recognise fraudulent calls resulting in network call blocking.
“MLU Access” means the automatic insertion of the unique MF Telecom Services access code by a unit provided by MF Telecom Services.
“Preferred Commencement Date” means the preferred date on which that particular Service is due to commence.
“Date of Live Transfer” The date that the Service becomes available to the Customer. The Company will advise of this date as soon as reasonably possible once the Customer Order Form has been signed and the order has been placed. The Company will endeavour to keep the Customer informed of the live transfer date but no delay in confirming any date or delay in live transfer shall be construed as a material breach of the Agreement.
“Site” means the place of business at which the Services and Equipment are to be provided as specified in this Agreement.
“Installation” means the physical installation of Equipment at the Site
“Installation Services” means Services by the Company for the Installation of Equipment.
“Normal Business Hours” For the purpose of this Agreement, Normal Business Hours means 8.00am to 5.00pm on any Business Day.
- The Service(s) are any of the services supplied by the Company as set out on the Customer Order Form including, without limitation, Installation, Line Rental, Call Routing, Data, Inbound Solutions, IP Telephony, Mobile and Maintenance Services (as applicable).
- Where the Service is Line Rental, Call Routing, Data (including Broadband and Leased Lines), Inbound Solutions, IP Telephony, Mobile or System Maintenance, the provisions in this Agreement specific to that Service shall apply and if they conflict with any provision elsewhere in the Agreement, the specific provisions shall prevail.
- Line Rental
- The Customer acknowledges that certain Services are incompatible with the calls and line service available from British Telecommunications Plc (BT) and such incompatible services are excluded from MFTS’s (the Company’s) Services. The Customer also acknowledges that some technical limitations within the network used to provide the Services may not become apparent until the Service has been operating for some time and if that occurs the Service may need to be temporarily withdrawn in which case the Customer will receive a pro rata rebate of the relevant charges paid by the Customer in advance of the withdraw
- If the Customer wants the connection point for the Service (i.e. the terminal block, socket for a removable plug, distribution frame or other device which connects the Equipment to an exchange line) to be moved to another place within the Site, the Company may agree to this subject to the Customer paying the Company’s applicable charge. At the Company’s request the Customer will arrange for the Equipment to be reprogrammed by the Customer’s maintainer in accordance with instructions given by the Company but the Company will not bear any responsibility for such reprogramming.
- Any service for Line Rental will be provided on the basis of a 12 month Minimum Term from the Date of Live Transfer of service. Unless the Agreement is renewed or terminated by proper notice, the same provisions will continue into a 60 day notice period contract. This is applicable to all Services. The term may be more than 12 months as per agreed on the Customer’s signed Customer Order Form. The Term shall commence from the Date of Live Transfer. Proper notice means the Company or the Customer gives the other written notice of termination at least two month before the end of the initial or the relevant succeeding period. The section titled Notices explains how notices must be served.
- The fee for the Line Rental service is the monthly rental set out in the Customer’s signed Customer Order Form but where prices are not listed on the Customer Order Form, line rental will be charged at MFTS’s (the Company) standard rates, details of which are available on request.
- Repairs to Service
- BT Openreach™ will continue to maintain the Customer’s line and will continue to fix any faults that may occur. The Company will use its best endeavours to correct any defect or fault in the Services provided to the Customer as rapidly as possible. (The Customer Service and Fault Notification number is 0844 824 8757).
- In relation to the Line Rental Service, if BT Openreach™ charges the Company for repairs and an engineering call out charge, which will occur if the fault is found to be a fault in or is due to damage to the Customers’ equipment, the Company reserves the right to pass on those charges to the Customer at the current BT Openreach rate.
- You should report any fault to MFTS customer services department, where it will be dealt with in accordance with MFTS fault repair service. The Company may ask that the Customer has its equipment checked by the Customer’s own maintainer. If the Company agrees to fix a fault that is not its responsibility, or if no fault is found, the Company may charge the Customer for work carried out by the Company at its applicable engineer’s rates.
- Unless discounted or waived, installation charges apply.
- Where the service involves the installation of a new line, the Company will allocate a telephone number to that line and, unless the Customer does not require it, will arrange for one free standard entry to be made in a telephone directory published by BT or any other operator (as appropriate).
- OFCOM and/or the relevant Carrier each have the power to withdraw an allocation of telephone numbers and therefore any telephone numbers offered to the Customer under the Agreement, cannot be guaranteed as being available. The Company shall not be liable for any costs incurred by the Customer in relation to any such telephone number (including, without limitation, in the advertising of such telephone number) which is withdrawn by OFCOM and/or the relevant Carrier (save where and to the extent that such withdrawal is due to the negligence of the Company).
- The Customer may terminate the contract by giving written notice to the Company no less than 60 days before the end of the Agreement Term. If no notice period is given then the contract will continue into a 60 day notice period contract at the end of the original term.
- The Company may end this Agreement on written notice to the Customer without giving prior notice if the Customer breaks any of the obligations under clause 11 (Charges and Payment Terms) or 12 (Customer Responsibilities).
- On termination of this Agreement for whatever reason, the Customer will:
- immediately pay any outstanding invoices
- be responsible for any required engineering reprogramming costs for the Customer to use an alternative supplier.
- If the Customer cancels the Line Rental service before it is duly terminated as described above, the Customer will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.
- In addition, if the Customer terminates this Agreement prior to the end of the period specified on the Customer Order Form and after the Customer account has been provisioned (except if the Customer terminates, in accordance with the provisions of this Agreement, as a result of the Company’s breach or insolvency or winding up), the Customer will reimburse the Company for any costs incurred in releasing the Customer from the contractual obligations with BT™ prior to transferring the Customer to the Company’s Service (if applicable).
- If the Company has an appropriate agreement with the Customer’s existing service provider, the Company can provide, at the Customer’s request, a telephone line using the Customer’s existing number as long as:
- there are no technical reasons preventing the use of that number
- the existing service provider agrees to release the number
- the Customer authorises the Company to cancel on the Customer’s behalf the service on the existing line using that telephone number
- the Customer provides the Company with sufficient information including (but not limited to) the account name, account number, service address and billing address
- the Customer pays the Company charges for number portability, and number portability is available at the site
- The Fixed Network Services are provided solely for the Customer’s use and the Customer may not resell or attempt to resell the Fixed Network Services (or any part of them) to any third party. In addition, if the Customer has a mail server, the Customer must not allow relay emails from outside its domain from the Customer’s mail server.
- Call Routing
- Any service for Call Routing will be provided on the basis of a Minimum Term of 12 months, or if longer, the period specified on the signed Customer Order Form. The period starts on the Date of Live Transfer of Services.
- The Customer may terminate the Agreement by giving written notice to the Company no less than 60 days before the end of the Agreement Term. If no notice period is given then the contract will continue into a 60 day notice period contract at the end of the original term.
- Should the Customer terminate the Agreement early or move provider the Customer will be charged 25% of the average monthly call spend for every additional month remaining on the term. This is calculated by taking the average call spend from all previous monthly bills with the Company.
- The Company may end this Agreement on written notice to the Customer without needing to give prior notice if the Customer break any of the obligations under clause 11 (Charges and Payment Terms) or 12 (Customer Responsibilities).
- On termination of this Agreement for whatever reason, the Customer will:
- immediately pay any outstanding invoices
- be responsible for any required engineering reprogramming costs for the Customer to use an alternative supplier.
- Unless rates for Calls are listed on the Customer Order Form, these will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- Unless discounted or waived, installation charges appl
- Fault reporting – All faults will be managed by MF Telecom Services’ team and the Customer should follow reporting procedure by contacting the team via email firstname.lastname@example.org.
- Local and national calls are numbers beginning with 01, 02 and 03 only and do not include non-geographic number (0845, 0870 etc) premium rate numbers (09xx) and internet access numbers.
- Calls to 080x numbers are free from all UK destinations. Calls to non-geographic numbers have two charges, Access Charge and Service Charge. The Access Charge is set by the Company, and unless specified on the Customer Order Form will be charged at MFTS’s (the Company) standard tariff, available on request. The Service Charge is set by the range holder of the company that is being called and remains the same regardless of where the call is made from. This will be a standard charge. The Service Charge for a non-geographic number can be checked at http://checkit.uboss.com
- Mobile calls are calls to 02, Vodafone, T-Mobile or Orange. Calls to other network operators, unless specified otherwise in the Customer Order Form, will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- If at the end of the contract term the customer does not renew their agreement, all tariff rates will revert to MF Telecom Services standard rate, a copy is available on request.
- Calls (Fixed and IP) have a connection charge of 0.34 of a penny per call connection.
- Data (Broadband and Leased Lines)
- The agreement for Broadband is for a Minimum Term of 24 months or, if it is longer/shorter, the period specified on the signed Customer Order Form. The Term starts on the Date of Live Transfer of Service.
- Unless specified on the Customer Order Form, the contract will continue into a 60 day notice period contract at the end of the Term unless either the Company or the Customer gives the other written notice of termination at least 60 days before the end of the relevant period. The section titled Notices explains how notices must be served.
- If the Customer cancels the Broadband service before it is duly terminated as described above, the Customer will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.
- The fee for the Broadband service is the monthly service fee set out in the signed Customer Order Form. Where no fees are specified, they will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- The Customer acknowledges that the speed of any broadband element (if any) of the Fixed Network Services depends on a number of factors including, but not limited to, distance from the exchange, local availability and line capability. The Company shall have no liability to the Customer whether in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise if the Customer’s line(s) does/do not produce a top speed of the maximum speed advertised.
- The Customer acknowledges that, in order to use the broadband element (if any) of the Fixed Network Services, the Customer needs an existing telephone line (if not provided under the Agreement) and a personal computer (PC) of a minimum specification suitable for the application. The Customer is responsible for ensuring that compatible cables and extension leads are used to and from their telephone socket, modem and PC in order to use the Service.
- The Customer must use the Broadband service in accordance with the fair usage policy.
- 10GB Cap – customers will be charged for each GB of data used in excess of 10GB in any given month
- 50GB Fair Use – customers must not transfer more than 50GB of data in any given month
- 100GB Fair Use – customers must not transfer more than 100GB of data in any given month
- 150GB Fair Use – customers must not transfer more than 150GB of data in any given month
- 200GB Fair Use – customers must not transfer more than 200GB of data in any given month
- Unlimited – for these services, there is no fair use policy. Users can transfer as much data as they wish, but usage must be in accordance with the Acceptable Usage Policy.
- The Company will use reasonable endeavours to ensure the Service Desk is available 8.00 – 17.00 UK time Monday to Friday, excluding UK public holidays (“Normal Business Hours”).
- Faults to ADSL or FTTC are expected to be fixed within 40 working hours.
- The agreement for Inbound Solutions is for a Minimum Term of 12 months or, if it is longer, the period specified on your signed Customer Order Form. The Term starts of the Date of Live Transfer or Service(s).
- The Term will continue into a 60 day notice period contract unless a new Agreement is signed or either the Company or the Customer gives the other written notice of termination at least 60 days before the end of the period. The section titled Notices explains how notices must be served.
- If the Customer cancels the Inbound Solutions service before it is duly terminated as described above, the Customer will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.
- The fee for the Inbound Solutions service is the monthly service fee set out in the signed Customer Order F Where no fees are specified, they will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- Fault reporting – All faults will be managed by MF Telecom Services’ team and the Customer should follow reporting procedure by contacting the team via email email@example.com.
- IP telephony (Hosted and SIP)
- The Agreement for IP Telephony is for a Minimum Term of 12 months or, if it is longer, the period specified on the signed Customer Order Form. The Term starts of the Date of Live Transfer of service.
- Unless specified on the Customer Order Form, the Term will continue into a 60 day notice period contract unless a new Agreement is signed or either the Company or the Customer gives the other written notice of termination at least 60 days before the end of the period. The section titled Notices explain how notices must be served.
- If the Customer cancels the IP Telephony service before it is duly terminated as described above, the Customer will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.
- The fee for the IP Telephony service is the monthly service fee set out in the signed Customer Order F Where no fees are specified, they will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- Whilst the Company will use its reasonable endeavours to provide any VOIP Fixed Network Services set out on the signed Customer Order Form, the Company draws the following features of the VOIP Fixed Network Services to the Customer’s attention:
- the VOIP service may not offer all the features, quality or resilience the Customer may expect from a conventional phone line
- the VOIP service may sometimes be limited, unavailable or disrupted due to events beyond the Company’s control e.g. power disruptions, failures or the quality of any connection
- wherever possible, alternative arrangements should be made by the Customer and a traditional telephone line maintained
- the quality of a call made via VOIP is more akin to that experienced when making a call from a mobile network service to another mobile network service and this means that it is typically less than the quality experienced on a traditional land line
- if the Customer uses the VOIP service to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated, and as such the Customer may be required to provide information about the Customer’s location to the emergency services to allow them to respond
- Emergency Calls made using the VOIP service may fail if there is a power failure or connection failure
- the ability for the Customer to make Emergency Calls cannot be guaranteed
- a VOIP originated Emergency Call will not receive the same network priority at all points on the network as that which an Emergency Call made on a mobile network or on a circuit switched fixed line will receive.
- The Customer shall not use the bandwidth allocated to the VOIP service for any other purpose other than making and receiving VOIP calls. Should this prohibition not be complied with it is likely that the quality and availability of the VOIP services shall be materially reduced.
- The Customer must use the IP Telephony service in accordance with the fair usage policy. The Hosted IP Telephony service fair usage policy is as follows:
- Unlimited call bundles are limited to 2000 minutes per user to 01, 02, 03 and 07 numbers
- All faults surrounding the IP Telephony service will be targeted to be rectified within 22 hours from the point that the issue is reported to and accepted by the supplier. This does not include time where a fault is with the Customer or Company for review.
- Fault reporting – All faults will be managed by MF Telecom Services’ team and the Customer should follow reporting procedure by contacting the team via email firstname.lastname@example.org.
- Session Initiation Protocol (SIP) – IP Direct Connect Service
- The point of connection for the IP Direct Connect Service (Release 1.0) is the IP address in the public internet which will be notified to the Customer. The Company’s responsibility does not extend to the transport between this point and the Customer or to any equipment in operation beyond this point, both of which shall be the responsibility of the Customer. The point of connection for the IP Direct Connect Service (Release 2.0) is the pre-configured router to be provided to the Customer. The Company’s responsibility does not extend to any equipment beyond this router, unless otherwise agreed.
- The Company does not issue the IP address to be used with this service. Access to and use of this address is controlled by the internet authorities and its use is subject to any rules which they may prescribe. The Company reserves the right to withdraw or change this address if for any reason the address ceases to be available.
- All charges due to the Company for traffic routed via the IP address to be used with this service shall be paid for in full by the Customer by the due date notwithstanding that they may have arisen from unauthorised, fraudulent or illegal use (except for fraud on the part of the Company or its employees acting in the course of their employment, or where the Customer is covered under Exceptional Call Reporting terms) and whether or not they derive from installation and access arrangements which have been authorised by the Company.
- The Company reserves the right to increase the charges for this service on seven days written notice to the Customer in the event that any change in applicable law or regulations results in additional costs being incurred by the Company.
- Service will not commence until in the opinion of the Company, adequate and satisfactory testing has been conducted.
- Where an A number is being presented:
- The Customer will ensure that the A Number is of a national significant format and is allocated to the Customer. The Customer will ensure that it possesses all necessary permissions in respect of the lines in question
- Where the A Number is not allocated to the Customer, the Customer will ensure there is written consent from the allocated owner for its use as an A Number and that such consent has not been withdrawn.
- The Customer will ensure that under the terms of the CLI code of practice the A Number that is allocated to the Customer is in use, connected to a terminal and capable of receiving calls.
- IP Telephony Services support 999/112 public emergency call services and such Calls will be routed to the national emergency call handling agents. However, these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of Customer connectivity to the internet for whatever reason. In such circumstances the Customer should use their PSTN line to make the emergency call. Furthermore it may on occasions not be possible for the emergency services personnel to identify the Customer’s location and telephone number so this information should be stated promptly and clearly by the Customer when making such a call.
- The Customer acknowledges that the IP Direct Connect Service constitutes a private service for use for certain previously identified specific applications which, as regards public emergency call services, confers only limited service at agreed defined locations.
- The Customer agrees for the Company to provide its supplier of the IP Direct Connect Service with the Customer’s name and address (including post code) as required under Ofcom regulations to pass such details on to BT.
- Where the Customer has ordered the “Presentation CLI Service” which authorises the Company to carry voice traffic with a Presentation Number different from its underlying CLI or endpoint(s) (as these terms are defined in NICC ND 1016 available at http://www.niccstandards.org.uk/publications/public-net.cfm), before the Service is made available, subject to this being technically practicable, the Customer will be required to agree and sign an authorisation statement. This statement is available from the Company on request. The Company is required to retain a copy of this signed statement, and any variations and amendments, and shared with the Company’s supplier of the Service on request.
- Assured Routers for VoIP Connections that are provided by Gamma must be returned to MF Telecom Services within 10 days of ceasing the service. Failure to return the Assured router will incur a charge of £325.00 + VAT. The Assured managed router is owned by Gamma throughout the term of the contract with MF Telecom Services.
- The Agreement for Mobile is for a minimum term of 24 months or, if it is longer/shorter, the period specified on the signed Customer Order Form. The Term starts on the Date of Life Transfer of Service. Under the terms of the Agreement the Customer may be supplied with a number of mobile connections (lines) at different times at the Customer’s own request. Each line will be for a minimum term of 24 months unless specified on the signed Customer Order Form.
- If the Customer cancels the Mobile service before it is duly terminated as described above, the Customer will have to continue paying the monthly access charges in reflection to each line supplied until the earliest date that the customer would have been entitled to end each supply.
- The fee for the Mobile service is the monthly service fee set out in the signed Customer Order F Where no fees are specified, they will be charged at MFTS’s (the Company) standard tariff prices, details of which are available on request.
- Where the Company has provided further equipment in respect of any line at a subsidised price (upgrade) or financial support in lieu of equipment (upgrade support) then the Minimum Term that relates to that line is extended by a further period equal to the Minimum Term from the date of supply of the upgrade support.
- When this Agreement is terminated the Company will disconnect the Customer from the network and it must pay all charges owed to the Company under the Agreement.
- The customer will be charged for all use of the lines supplied including:
- A monthly access charge which is payable one month in advance together with payment for any extra services which the Company is providing the Customer.
- Call Charges for all calls made in the previous month according to the Company’s tariff which the Customer has chosen.
- In the event that the Customer chooses to use the telephone abroad, these charges will include all incoming calls that the Customer receives during that period.
- If the network provider exercises any right against the Company to withhold or claw-back payments made by the network operator to the Company, the Company shall be entitled to charge, clawback or adjust any payments, tariffs or discounts made or given by the Company to the Customer to the extent that they are based upon payments from the network operator for commercial purposes.
- In the event that the Customer wishes to change its mobile service supplier after the relevant Minimum Term has expired, the Company will arrange for the transfer of the telephone number to the new supplier providing that the Customer has given appropriate period of notice to terminate that supply and upon the payment of a reasonable administration fee and all sums due to the Company under this Agreement being paid up to date, together with the payment of a deposit in respect of unbilled calls.
- Exceptional Call Reporting (Toll Fraud)
- Unless Exceptional Call Reporting is included in the Agreement, the Company shall not be responsible for call charges resulting from fraudulent use of the Equipment or Services by the Customer or any third parties and the Customer agrees to pay all additional charges related to such fraud.
- Exceptional Call Reporting will automatically been applied to the Agreement from the 1st of August 2014 to any new or existing analogue or ISDN lines that the Customer has with the Company as telephone fraud can happen on PABX systems, multi-lines, broadband lines, fax machines, even PDQ lines. This service does not cover VOIP channels (fully hosted or SIP). If fraud is detected and confirmed, the Customer will have to pay the first £250 (an excess) then the Customer will be covered from £251 to a maximum of £5,000 per instance (i.e. per call).
- The monthly fee for Exceptional Call Reporting will be specified on the signed Customer Order Form and if not specified will be charged at MFTS’s (the Company) standard tariff, details of which are available on request.
- If the Customer does choose to opt-out of the Exceptional Call Reporting service, the Customer will be required to sign a waiver document which will acknowledge that the Customer is fully liable for any fraudulent activity and will be required to settle the full amount of any invoice from the Company, irrespective of fraudulent activity being suspected, or having taken place.
- If the Company detects any patterns of toll fraud, the Company will notify the Customer of the exceptional activity and place an immediate block on outbound calls from the lines making these calls. If the Company agrees that fraudulent activity has taken place, the Company will require the Customer to report the matter to the police for investigation and to obtain a crime reference number and give this to the Company.
- Unless protected by the service the Company offers to protect the Customer from toll fraud, which includes Exceptional Call Reporting (ECR), the Company accepts no liability for any charges incurred by the Customer should the Customer’s traffic be diverted to another service provider other than when this is due to a negligent act or omission on the part of the Company. The Customer is covered for costs incurred from £250-£5000 per incident. ECR is charged at £1.60 per line plus VAT.
- The Company will not be liable to refund or reimburse any charges incurred should the Customer’s CPE (customer premise equipment) be hacked into and charges incurred as a result of this fraud. The Customer will take necessary security measures to protect the Customer’s CPE from toll fraud.
- System Maintenance
- The period of Maintenance will start on the Preferred Commencement Date. It will continue for the Minimum Term of 12 months and continue into a 60 day notice period contract unless cancelled as per these Terms and Conditions.
- The customer must pay for the 12 month maintenance contract in full before the commencement of the Term or by monthly direct debit. The Company shall have the right to stop servicing the Equipment if the Customer does not pay on time. Clause 11 (Charges and Payment Terms) will apply to late payment.
- Cancellation of the Term must be given in writing no less than 60 days before the end of any given 12 month contract period.
- If the Customer cancels the Maintenance service before it is duly terminated as described above, the Customer will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.
- Without prejudice to any other rights or remedies under the Agreement or at law, the Company may terminate this Agreement or cancel the Services at any Site immediately by serving written notice on the customer if:
- the Customer becomes insolvent or is subject to a court winding up order or
- the Customer commits a breach of any material obligation under this Agreement and (in the case of a remediable breach) fails to remedy the breach within 14 days of receiving written notice to do so from the Company or
- The Customer may terminate this Agreement immediately by serving written notice on the Company if:
- the Company becomes insolvent or
- the Company commits a breach of any material obligation under the Agreement and (in the case of a remediable breach) fails to remedy the breach within 14 days of receiving written notice to do so from the Customer.
- Upon termination for any reason of any part of the Agreement, all amounts owed by the Customer to the Company shall become immediately due and payable in full on demand and the Customer must:
- immediately stop using the Service that has been terminated
- immediately stop using the Equipment, and
- permit the Company to enter the Site(s) during Normal Business Hours to remove the Equipment. The Customer’s obligations in respect of the Equipment will continue to apply until the Company has removed the Equipment.
- The Company will not be liable for any further programming required by the Customer.
- The provisions of this clause remain in force despite the termination of the Agreement.
- If the Customer requests it within the manufacturer’s warranty period, the Company will replace faulty items free of charge with an identical model or one with similar capabilities. The Company will do this only if the Equipment was supplied by the Company to the Customer, the equipment has been maintained only by the Company, the Customer is not at fault and liability is not excluded.
- Servicing and Exclusions
- Throughout the term of the Agreement the Company shall ensure that the performance of the Equipment and the servicing meet the approved standard of the manufacturer including: (a) telephone technical support for maintenance (b) an engineer’s visit to the Site when required (c) service of the central control unit and all components within it (d) service of key phone instruments (e) service of Voicemail – auto attendant hardware*(f) headsets*
*(only covered if stated in the Agreement)
- The Company will endeavour to respond to reported faults within the level of service taken by the Customer as specified on the Customer Order Form, but at no time will a failure by the Company to do so be construed as a material breach of the Agreement.
- Maintenance will not cover the following:
(a) failure due to changes to or disconnection from the approved system
(b) failure of any supplies or connected services
(c) changes in the environment
(d) ancillary items including but not limited to answer phones, call loggers, payphones, public address systems, printers, external music on hold sources, system cabling and consumables unless otherwise agreed in writing
(e) a force majeure event as defined in the Agreement
(f) the repair of damage to the Equipment resulting from accident, theft, vandalism, neglect, fire, fluctuations in electrical power supply, telephone line conditions or causes other than ordinary use (including, but not limited to, failure to observe any instructions supplied by the Company or the original Equipment manufacturer) regarding the operation of the Equipment)
(g) the alteration, modification or maintenance of the Equipment by any person other than the Company without the Company’s prior written consent
(h) the transportation or relocation of the Equipment save where the same has been performed at the request of the Company
(i) the maintenance or repair of any extension wiring any Equipment not at the Site, or of anything other than the Equipment
(j) any defect or error in any software used upon or in association with the Equipment
(k) the supply of replacement cassettes, aerials, aerial systems and batteries
(l) the reprogramming of the Equipment to provide improved or modified service or facilities
(m) Equipment faults caused by telephone area code changes or changes in Carriers
(n) maintenance arising from loss of equipment as the Maintenance Services are limited to repair or replacement of faulty equipment on a like-for-like exchange basis
(l) a dedicated helpdesk.
- If the Equipment is to be connected to the BT Network or other outside services, it is the Customer’s responsibility to arrange for provision of any required circuits.
- The Customer must pay all costs for circuit rentals, connection charges, inspections, commissioning and any other costs necessary to provide the Services.
- The Company shall not be responsible for any delays in the provision of Services.
- Any such delay will not give the Customer the right to refuse installation of the Equipment or payment due to the Company.
- After the Company has installed the Equipment at the Site, the Company’s engineer will confirm to the Customer that the Equipment is working satisfactorily. When this is confirmed the Customer will be taken to have accepted the Equipment. Any warranties for the Equipment from the manufacturer will be passed to the Customer for 30 days.
- The Customer must provide adequate electricity supply and suitable earth connection for the operation of any Equipment to be installed at the Site(s) and, in the case of MLU Access, a designated carrier network test and termination point.
- The Customer must assist and co-operate with the Company to enable the Company to carry out its obligations under the Agreement including giving access to the Site(s) to install and maintain the Equipment.
- The Company will normally carry out installation and maintenance work during Normal Business Hours but may, on reasonable notice, require the Customer to provide access at other times. At the Customer’s request the Company may agree to work outside Normal Business Hours but the Customer shall be liable for paying to the Company any overtime charges for relevant staff.
- The Company shall attempt to install the Equipment at the Site so that the Service can be provided on or before the Preferred Commencement Date agreed by the Company. Any installation date shall be an estimate only and the Company shall not be liable for any failure to meet such installation date.
- Should the Customer prevent the Company from delivering or installing the Equipment, including where the Site(s) is unprepared, the Company reserves the right to charge its costs to the Customer.
- The Company shall attempt to comply with the Customer’s reasonable requests in respect of installation but the Company’s decision on the routing of cables and wires and the positioning of outlets and Equipment shall be final.
- The Customer must return to the Company a ‘programming information sheet’ at least seven days prior to the installation date. Without this installation may not be possible.
- The Company accepts no liability whatsoever for any loss the Customer or any third party may suffer as a result of installation of the Service.
- The Customer warrants, represents and undertakes that there are adequate health and safety provisions in place at the Site, and that the Customer holds third party public liability insurance with a level of cover of at least the minimum required by Law.
- The Customer shall procure all consents, licences and permissions necessary from landlords or other third parties for the carrying out of preparation work, installation of Equipment and for the provision, use and operation of the Equipment and/or Services at the Sites (save to the extent the Company has agreed in writing to do it). The Customer shall provide copies of such consents, licences and permissions to the Company upon request.
- The Maintenance Services shall apply only in respect of the Equipment expressly stated on the Customer Order Form to be subject to the Maintenance Services (or other equipment similarly stated on the Customer Order Form which shall be deemed to be ‘Equipment’ for the purposes of this condition).
- Where the Company replaces defective Equipment or part thereof, it shall be entitled to supply serviceable reconditioned items in substitution thereof. These Conditions shall continue to apply to the Equipment embodying such substituted items.
- The Customer will not move any of the Equipment, nor remove the Equipment from its location as at the Commencement Date without the prior written consent of the Company, (such consent not to be unreasonably withheld). Where the Company consents to such relocation, the Company will provide a relocation and installation service, the cost of which shall be paid by the Customer in accordance with the Company’s then current Tariff, and such payment shall be in addition to the Annual Support Charge.
- If the Customer is moving Site, the Company must be informed as soon as is reasonably practicable so that suitable arrangements can be made to transfer the Customer’s Services and Equipment. Unless otherwise requested, the Company, in addition to moving the Service and Equipment, will also endeavour (but cannot guarantee that it will be able, for example where the Customer moves to a different exchange) to retain the Customer’s relevant existing telephone number(s). If the Company can transfer the Customer’s existing number to the new Site the relevant existing Contract will continue under the same terms and conditions. If the Company cannot transfer the Customer’s existing relevant number to the new Site, installation of a new line will be required at the new Site, or if the Customer requires any additional new lines, this will attract new line connection charges and a new Contract.
- For the reporting of faults, MF’s (the Company) Service Desk is available 8.00 – 17.00 UK time Monday to Friday, excluding UK public holidays (“Normal Business Hours”).
- All non-critical faults, such as programing changes to auto attendant, call routing and name changes have a 5 working day SLA, which is a best endeavours SLA based on the current engineering work stack at the time of the customer logging their request.
- Remote access time allocation per month – Moves And Changes (MACs) of configuration to PBX and Hosted Phone Systems.
- A MAC is classed as a unique change to the configuration of the phone system. Name change, divert. A MAC is classed as a task that takes up to 15 minutes worth of remote engineering time.
For PBX support maintenance contracts, remote access time (MACs – Moves and Changes) per annum is based on contract value, allocation as follows:
- Up to £40 pm = 10 MACs
- £41 – £60 = 12 MACs
- £61 – £80 = 16 MACs
- £80 – £110 = 20 MACs
- £110 – £150 = 30 MACs
- £150 and over = 35 MACs
- ii) For hosted support maintenance contracts, remote access time (MACS – Moves and Changes) per annum is based on contract value, allocation as follows:
- 1 – 10 Users = 10 MACs
- 11 – 20 Users = 12 MACs
- 20 – 50 Users = 16 MACs
- 50 – 80 Users = 20 MACs
- 80 – 110 Users = 30 MACs
- 110 and up Users = 35 MACs
~ If the MAC allowance is reached within the annum additional MACs can be purchased @ £25.00 per MAC or £200.00 for a bank of 10 units to be allocated to the account.
~ MACs do not include full system configuration re-writes or an Auto attendant creation.
- Charges and Payment Terms
- Early Cancellation Charges – Where cancellation charges apply as described in Clauses 3 (Line Rental), 4 (Call Routing), 5 (Data), 6 (Inbound Solutions), 7 (IP Telephony) and 10 (Maintenance Services) and in respect of any other Service provided by the Company, such cancellation charges are cumulative.
- The Company may from time to time increase the charge for its Services to account for cost increases. If this increase exceeds 20%, the Customer may by writing to the Company within 30 days of the invoice for the increased price terminate the Agreement. Customers will not be allowed to terminate the Agreement if the increase has resulted from additions made to the system.
- All sums due to the Company under the Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall 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.
- In respect of all Services provided under the Agreement the Customer will pay interest at a rate of 3% over the Bank of England Base Lending Rate applicable at the time per month on all overdue amounts from the date payment is due until the Customer has paid in full. If payment should not be received within 30 days from the date of the invoice, the Company will be entitled to charge (in addition to interest and any legal costs ordered by the court and without prejudice to any other rights or remedies available to the Company) the sum of £85 + Vat administrative cost incurred by the Company in taking steps to secure payment.
- The Company reserves the right to refer the outstanding account to a debt collection agency. If the Company instructs a debt collection agency to collect payment (including interest and late payment charges) on its behalf the Customer must pay the Company’s costs payable to the agency, who will add the sum to the Customer’s outstanding debt.
- If a deposit is required upon placing an order, this will be specified on the Customer Order Form. The balance of the price is payable immediately upon delivery. Any delay by the Company in invoicing the price shall not shall not relieve the Customer of its liability to pay for the same.
- The Customer shall be invoiced monthly in arrears by the Company and shall pay the charges by direct debit within ten days of the date of the invoice (unless otherwise expressly agreed with the Company and set out on the Customer Order Form).
- If the Customer intends to dispute any charge on an invoice, the Customer must do so in writing to the Company within fourteen days of the date of the invoice and provide the Company with all relevant information in support of the disputed charge. Where the disputed charge(s) amount to:
- less than five per cent of the total charges listed on the invoice, the Customer will pay the full amount of the invoice or
- more than five per cent of the total charges listed on the invoice, the Customer must pay the remaining amount of the invoice that is not in dispute.
- Customer Responsibilities
- The Customer agrees to use the Service(s) in accordance with this Agreement, any instructions given by the Company from time to time and any laws, regulations and licenses which apply to the use by the Customer of the Service(s).
- The Customer must provide the Company with accurate and up-to-date contact information and advise the Company in writing if it changes its address or any other contact details.
- The Customer must comply with all reasonable instructions given to it by the Company and provide the Company with all information relevant to the Services to be provided under the Agreement.
- The customer’s duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of, or damage to any Equipment.
- An undertaking by the Customer not to do any act or thing shall be deemed to include an undertaking that the Customer shall procure that any user of the Services and/or Equipment including (without limitation) any of the Customer’s employees, agents or contractor shall not do such act or thing.
- The Customer must not use or allow others to use the Equipment or Services provided for any improper, immoral or unlawful purpose. If the Company incurs any liability to any person or any expense arising from such use, the Customer will promptly reimburse such amounts to the Company.
Customer Responsibilities in relation to Services provided
- The Customer agrees to the termination of the Customer’s existing contract for equivalent services with the current provider and irrevocably authorises and requests the Company to cancel on the Customer’s behalf any such existing contract and to provide the Company with such information as the Company reasonably requires and to allow access to the site at which the Service is to be provided for the Company, BT or any other telecommunications supplier to the Company and the Customer acknowledges that the Company cannot process the provision of the Services until such information is provided and such access is allowed.
- The Customer consents to BT or other relevant service provider disclosing to the Company any information relating to the transfer or removal of BT’s (or other relevant service providers’) products and services that exist on the line as at the time of its transfer to the Company.
- The Customer agrees not to allow an alternative supplier to override or bypass the Company’s Service either through the installation of equipment or through the BT™ local exchange.
- The Customer is responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.
- The Customer will not transfer or agree to transfer any number provided to the Customer for use with the Service, nor attempt to do so.
- The Customer must report to the Company as soon as it becomes aware of any fraud, deception, or unauthorised or unlawful use relating to the Equipment or Services.
- The Customer is responsible for removing any equipment not required for or incompatible with the service and returning it to its owner.
- The Customer will not use the Service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or in order to commit a fraud or other criminal offence.
- The Customer will be responsible for providing the Site conditions that the Company advises will be required for the provision of the Service, including electricity supply connection points and computer terminals. The Company will not be responsible for reinstating the Site after the installation work has been carried out, other than where damage has been caused by the Company or by those for whom the Company is responsible.
- The Customer will ensure that its equipment meets all legal and regulatory requirements and is approved for connection to the network. The Customer must disconnect any non-compliant equipment immediately or allow the Company to do so at the Customer’s expense.
- The Customer shall ensure that user names and passwords used by it and/or its personnel and/or users in connection with the Services are kept secure and confidential at all times and are only used by authorised users. The Customer shall inform the Company immediately if the Customer knows or suspects that a user name or password has been disclosed to an unauthorised user, or is being used in an unauthorised way, or if there is any illegal, fraudulent or unauthorised use of the Services or Equipment. The Customer will not change or attempt to change a user name without the Company’s written consent.
- The Customer shall ensure that it has up-to-date anti-virus protections and that it has firewalls in place which are maintained by the Customer in accordance with best industry practices and the Customer shall, without delay, follow any security directions given to it by the Company from time to time.
- Any Equipment provided to the Customer by the Company, or required as part of the Service, shall be at the Customer’s risk at all times and the Customer is responsible for insuring this Equipment against all risks. The Customer must also maintain insurance policies for public liability, material damage, and business interruption as are necessary. Such insurance shall be maintained with a reputable insurer and the Customer shall produce on demand for inspection by the Company adequate proof of insurance.
- Ownership of the Equipment shall remain with the Company unless it is paid for in full by the Customer. Until that time the Customer will hold it as the Company’s fiduciary agent and Bailee. The Customer must keep the Equipment separate from other equipment and it must be properly stored, protected, insured and identified as the Company’s property. The Customer is not permitted to sell the equipment and the Company can insist on its return.
- The risk of loss or damage to the Equipment shall vest with the Customer from the moment of delivery or deemed delivery (as described in this Agreement) irrespective of whether title to the Equipment has passed or payment or part payment made has been made therefor. From the moment of delivery or deemed delivery the Customer shall be responsible for insuring the Equipment.
- The Customer shall be responsible for the safe custody and safe use by it of the Fixed Network Services and without prejudice to the generality of the foregoing the Customer agrees and undertakes:
- not to use the Fixed Network Services in a way that breaches any Relevant Laws, the Code or any guidelines or any licence applicable to the Customer or that is in any way unlawful or fraudulent
- not to use (and procure that no end user shall use) the Fixed Network Service as a means of communication for a purpose other than that for which the Fixed Network Service is provided and as may be set out in any relevant literature supplied by the Company from time to time
- to maintain its telecommunications apparatus at all times during the period of the Contract in good working order and in conformity with any relevant regulatory standards or approvals and Relevant Laws for the item as from time to time applicable
- to implement adequate control and security over the use of the Fixed Network Services provided to the Customer including but not limited to the prevention of viruses, worms, Trojan horses and/ or any calls generated by rogue diallers or hackers.
- Broadband acceptable use policy
The Customer must use the Broadband Service in accordance with the acceptable use policy. The Customer must not use the Broadband Service:
- to knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Customer
- to knowingly make available or upload files that contain a virus or corrupt data
- to falsify the true ownership of software or other material or information contained in a file that Customer makes available via the Broadband Service
- to publish, post, distribute, disseminate, send, knowingly receive, upload, download, use or re-use material which is abusive, indecent, defamatory, offensive, obscene or menacing, or in breach of copyright, privacy or any other rights
- to deliberately abuse any part of the Service
- to post or send the same or similar messages in multiple use net or news groups
- to post or send off-topic items to a use net or news group
- to send or provide unsolicited commercial messages or communications in any form
- to falsify user information
- to act in such a way that threatens the integrity or security of any computer system
- with a view to avoiding incurring or paying charges for such usage
- with a view to degrading the use of services by third parties
- to violate general standards of internet conduct and usage such as denial of service attacks, webpage defacement, and port and network scanning
- to disclose passwords
- to violate any restrictions on the size of emails
- to forge addresses
- to share network connections in a manner enabling third parties to access and use such connections
- in a way that may pose a threat to the safety of persons or may pose a hazard which would impair or prevent the operation of equipment
- in a way which is likely to impede the activities of authorised persons responding to an emergency.
- BT Phone Book Entry Charges
- It is the customers responsibility to inform MF Telecom Services Limited of any owned Phone Number that has Phone Book Entry Listings. MF Telecom Services are not notified of the Phone Book Entry listings on any Platform and only have visibility of the product once the charge has been issued by BT. MF Telecom Services are not liable for any costs associated to Phone Book Entry Charge including the annual entry listing fees. Phone Book Entry listings are charged to the customer annually at the following rates.
Ordinary Typeface Special Phone Book Entry £250.00 + VAT
Bold Typeface Special Phone Book Entry £475.00 + VAT
Superbold Typeface Special Phone Book Entry £921.00 + VAT
Ordinary Typeface National Special Phone Book Entry £12775.00 + VAT
Bold Typeface National Special Phone Book Entry £26665.00 + VAT
Superbold Typeface National Special Phone Book Entry £43394.00 + VAT
- The parties shall not be liable to the other except as expressly set out in the Agreement.
- Neither the Company nor the Customer will have to compensate the other for any detrimental event beyond the other’s reasonable control.
- In this Agreement, events “beyond… reasonable control” include any act of God, reduction or failure of power supply, other telecommunications operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay or employee dispute.
- In any event the Company will not have to compensate the Customer for any harm to the Customer’s business, lost revenues, loss of anticipated savings, lost profits or other indirect consequential or special losses nor for any charges incurred by the Customer with another call carrier.
- Without prejudice to clauses 13.2 and 13.3, in respect of the Line Rental Service supplied by the Company, neither party will have liability to the other party for the failure of any Carrier to provide network capacity and/or connectivity (or any element thereof) to the Company on which it was reliant for the purposes of the Agreement, any act of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.
- In relation to the Line Rental service, without prejudice to this the Company’s liability to the Customer in contract or tort arising under or in connection with this Agreement shall be limited to a refund of the Company’s line rental charges for the period during which the Customer was unable to use the Services and in no event shall the Company’s liability to the Customer for any event or series of connected events exceed £500 for each year commencing on the date the Agreement with the Customer comes into effect.
- The Service cannot be guaranteed to be fault free but the Company will provide the Customer with a similar standard of service as it provides to its customers generally.
- The Company does not seek to limit its liability for death or personal injury resulting from the Company’s negligence.
- The Company accepts no liability for claims relating to the Customer’s ability to use or continue to use a particular telephone number.
- Without prejudice to the Customer’s obligations to pay the Company the charges for any Equipment or Services, the parties shall not be liable to the other party under the Agreement in contract, tort (including negligence) or otherwise for any loss of revenue, business, contracts, anticipated savings or profits.
- Nothing in this Agreement excludes or restricts either party’s liability:
- for death or personal injury resulting from that party’s negligence or its employee’s negligence while acting in the course of their employment; or
- for anything else for which the parties cannot at law limit or exclude their liability.
- Both the Customer and the Company are bound by the Agreement from the date it is signed.
- The provisions of this Clause continue to apply despite the termination or expiry of the Agreement.
- Force Majeure
- Neither party will be obliged to carry out any obligation under the Agreement where performance of such obligation is prevented due to any cause beyond the party’s reasonable control, including but not limited to any act of God, severe weather, failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage or labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of either the Equipment or Services or both resulting from the same or a similar type of force majeure event
- If any force majeure event lasts for more than three months from the date of its commencement and that event prevents either party from performing all or a material part of its obligations during that period either party may by giving 14 days written notice to the other party terminate the Agreement.
- Wholesale Line Rental (WLR)
On the WLR Service, the Company will bill the Customer for line rental of the Customer’s BT™ line and BT Openreach™ will continue to maintain the line and fix any faults that may occur. The Customer acknowledges that in order to avoid delays occurring in the ordering process, the Company will need to be notified by BT™ of any products or services presently in use on the Customer’s line that are incompatible with the WLR service. BT™ is under a strict duty not to disclose information about a customer’s telephone services to a third party unless the customer has consented to such disclosure. In signing this agreement the Customer gives consent to BT™ to disclose such information to the Company. The Customer also gives the Company authority to act as the Customer’s agent to arrange connection onto the Company’s Service(s). If the Company is unable to take over the billing of the Customer’s line rental, for whatever reason, the Customer hereby authorises the Company to carry the Customer’s phone calls only through carrier pre-selection.
- Carrier Pre-Selection (CPS)
CPS is the routing of phone calls through a carrier other than BT™. The Customer’s phone line(s) are still maintained by BT™ engineers but the calls are carried on another network. The Company may select and at any time change any carrier or other service provider for the purposes of providing the CPS service. In signing the Agreement the Customer irrevocably authorises the Company to give all notices, nominations and other authorisations necessary for the Company to provide the CPS service.
The liability of the Company shall apply only to defects that appear under proper use and under conditions of operation not more onerous than those declared to the Company by the Customer prior to entering into the Agreement, and in particular shall not apply to defects which arise from neglect, misuse, or faulty maintenance of the Equipment by the Customer or any of its other contractors, or from alterations carried out without the prior written consent of the Company or from repairs carried out improperly by the Customer or its servants or agents or arising from normal wear and tear.
MF Telecom Services will use all reasonable endeavours to keep all services relating to the Agreement operational. However:
- The Company may suspend the Service (without being liable to compensate the Customer):
- In the event of a local or national emergency.
- To comply with a request from a government or other competent authority.
- To protect or provide service to rescue or other essential services or otherwise.
- To maintain the quality of the Company’s services.
- If the Company reasonably believes that the Customer will fail to pay any amount due to the Company (whether or not the Company has issued the Customer with an invoice)
- If an event occurs which is beyond the Company’s reasonable control.
- If the Customer breaks any part of this Agreement.
- If the Company has good reason to suspect fraudulent activity or misuse of the Service(s) or any other breach by the Customer of this Agreement.
- The Company may, without terminating this Agreement, suspend the Services if any of the following apply:
- The Company believes or is advised it is necessary because of technical problems or work on the network or for reasons of safety.
- The Company believes it is necessary to prevent fraud taking place.
- The Company is obliged to comply with an order, instruction or request of Government or persons purporting to act with Governmental authority, an emergency service organisation, or other competent administrative authority.
- The Company needs to maintain or upgrade the Company’s Designated Carrier Network at the Site.
- The Customer’s total charges incurred are more than the Customer’s credit limit.
- The Customer acknowledges and agrees that in certain circumstances it may not be possible for the Company to provide notice of the suspension. The Company will use reasonable endeavours taking account of the circumstances to provide the Customer with as much notice of the suspension and to maintain the suspension for as short a period as is reasonably possible.
- If suspension occurs for technical reasons or to prevent fraud and that suspension lasts for more than 24 hours, the Customer will receive a pro-rata credit against the monthly access charge for the period of the suspension.
- If the Customer fails to pay a sum due under the terms of the Agreement then the Company reserves the right to suspend the Service and levy an administration fee of £50 for lifting such a suspension. This is in addition to any other costs owed or incurred under this Agreement.
- Information and Confidentiality
- The Customer will promptly provide the Company (free of charge) with any information the Company may reasonably require to enable it to proceed with the performance of its obligations under the Agreement including any information which the Company may reasonably request for the purposes of credit verification and debt collection and the Customer permits the Company to use such information and to provide it to third parties acting on behalf of the Company for such purposes.
- Unless expressly agreed in writing neither the Customer nor the Company will use, copy, adapt, alter or part with possession of any information that is disclosed or otherwise comes into its possession under or in relation to the Agreement and which is of a confidential nature unless required to do so by a court order or legislation. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or which the recipient obtains from some other person with good legal title to it or which is in the public domain otherwise than through the default or negligence of the recipient.
- The Customer acknowledges that the Company may use information regarding calls routed through the Equipment including but not limited to origin, destination, duration, route and time for purposes relating to the Agreement, including but not limited to billing and fraud protection.
- Both parties must comply with the Data Protection Act 1984 when dealing with information given to the other party under the Agreement.
- The Customer acknowledges and agrees that the Company may use personal data and/or confidential information obtained from the Customer during or following the completion of the Customer Order Form or as a result of the Customer’s use of the Equipment or Services and/or arising from or out of the provision of the Equipment or Services, for the following purposes:
- administering the Customer’s account (including, without limitation, arranging finance with lessors of the Equipment, liaising with any Carriers who are relevant to the provision of the Fixed Network Services, and sharing the data with members of the Company’s Group);
- notifying the Customer of changes to the Service, including (without limitation and unless stated otherwise on the Order Form) contacting the Customer regarding potential and/or actual enhancements to or offers in relation to the Service;
- enabling the Company to supply the Services and Equipment to the Customer; and
- for invoicing purposes.
- Except with the prior written consent of the other party, neither party shall make any public statement about the Equipment and/or Services or otherwise publicise the Agreement or any information relating to it.
- Nothing in the Agreement is to be construed as establishing or implying any partnership or joint venture between the parties, or as appointing any party as the agent or employee of any other party. No party shall hold out any other party as its partner or joint venturer. Except, and to the extent, that the Agreement expressly states otherwise, no party may incur any expenses or negotiate on behalf of any other party or commit any other party in any way to any person without that other party’s prior written consent.
- Neither party has authority to enter into any contractual arrangements with third parties on behalf of the other party.
- Intellectual Property Rights
- Intellectual Property Rights in all documents, drawings and information including if applicable any access codes supplied to the Customer in connection with the Agreement remain vested in the Company or the intellectual property right owner. Such documents, drawings and information are confidential and will not be copied, disclosed or used (except for the purpose for which they were supplied) without the Company’s prior written consent.
- Except with the prior written consent of the other party, neither party shall use any trademarks or identifying logos owned or licensed to any member of the other party in any manner.
- The Customer may not transfer this Agreement or any rights under it without the Company’s prior written consent.
- The Company may transfer its rights or any part of them under this Agreement as it sees fit, on written notice to the Customer.
- If any provision or condition of this Agreement shall be invalid or unenforceable, it will be severed from the Agreement and will not affect the enforceability of the remaining provisions of the Agreement which shall continue to apply.
- This Agreement and the documents referred to in it represent the entire contract between the Customer and the Company, to the exclusion of any terms subject to which the Customer may accept, or purport to accept, the Service.
- Without prejudice to clause 20.18, any variations (other than changes made in accordance with this Agreement) shall not be effective unless in writing and signed by the Customer and by the Company.
- If there is any inconsistency between this Agreement and the Customer Order form, the Customer Order form shall take precedence.
- Any failure by either the Company or the Customer to enforce any right under the Agreement shall not be deemed a waiver of any such right unless the waiving party acknowledges the waiver in writing.
- This Agreement is governed by English Law and the English Courts shall have exclusive jurisdiction for the purposes of determining any dispute or other matter which arises out of or in relation to this Agreement.
- The Agreement applies to all items of Equipment individually. If any item fails, it will not affect the rights and liabilities of either party for the other items.
- The customer’s duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of, or damage to any equipment.
- The Company reserves the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations arising under the Agreement. The Customer may not assign this contract without having first received written authority from the Company, such authority not to be unreasonably withheld.
- No person or body who is not a party to the Agreement has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Agreement.
- Both parties agree to fully co-operate with the Police and any other relevant authorities (including but not limited to the Inland Revenue, Trading Standards, the Information Commissioner and/or OFCOM and their successors from time to time) in connection with any misuse or suspected misuse of the Fixed Network Services, and the Customer consents to the Company co-operating with any such authority and with any other telecommunications operators in connection with any misuse or suspected misuse or suspected fraudulent activity related to or connected with the Fixed Network Services and agrees, without prejudice to the generality of the foregoing, that the Company will be entitled to divulge any information which the Company holds which may be relevant to any investigation, including the name, address and account information relating to the Customer to such third parties.
- No person or body who is not a party to this Agreement has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Agreement.
- These Terms and Conditions supersede all other terms, conditions and warranties which are implied by law or which the Customer may purport to apply under any purchase order, acknowledgement of delivery or similar document or otherwise; and/or which have been established between the Company and the Customer by course of dealing.
- The Customer agrees that any cause of action that it may have against the Company and/or any of its Group members (including, its (or their) affiliates, directors, officers, agents, consultants and employees) must commence within two (2) years after the cause of action arose, otherwise, the Customer’s cause of action is permanently barred.
- For the avoidance of doubt, in the event of termination of the Agreement for any reason, the Customer shall not be entitled to a refund of any pre-paid sums (including, without limit, subscription, rental and/or maintenance charges) whether such sums are attributable to the period before, including or after the date the Agreement terminates.
- The Company may change the Terms and Conditions and/or Service specific conditions at any time and will publish any change online at www.mftelecomservices.co.uk (or at such other URL as is notified to the Customer by the Company from time to time). The Company will notify Customers of any changes in Terms and Conditions as soon as practical.
- Any director or representative of the Customer who signs on behalf of the Customer will be deemed an authorised signatory and thereby the Company shall be entitled to rely on such signatory as binding the Customer to the obligations in this Agreement in all respects.
- The Company shall reserve the right to terminate any Agreement and withdraw the numbers allocated to the Customer if the Customer appears on a Consumer Protection List.
- If the Customer fails to take delivery of the Equipment or if by reason of instructions or lack of instructions from the Customer the delivery of any Equipment in accordance with the Contract is delayed for more than 28 days after the Company has given notice in writing to the Customer that the Equipment is ready for delivery, the Equipment shall be deemed to have been delivered. The Customer shall pay to the Company the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of 28 days.
- If by reason of refusal or delay of delivery or installation the Equipment shall be deemed to have been delivered in accordance with condition 20.21 then payment shall be made by the Customer to the Company of the balance of the price in accordance with the agreed payment terms.
- If the Customer enters into an agreement for maintenance of the Equipment with a third party, the Company’s liability for defects in the Equipment shall cease, save for the Company’s liability for defects arising on or before delivery of the Equipment as described in the Agreement.
- Notices under the Agreement must be made in writing and delivered by hand or sent by post to the other party’s address. The address will be the one stated in the Agreement, the registered office (for a limited company) or the last known address of the other party, for example the address set out on the most recent invoice or such address as has been subsequently notified to MFTS in accordance with this clause.
- A notice will be treated as served as follows:
- in the case of delivery by hand, on the day of delivery except that where that day is not a Working Day, or the delivery is made after 4pm, then it will be treated as served on the next Working Day.
- in the case of delivery by registered post or recorded delivery, on the date of delivery as proved by the proof of delivery advice issued by Royal Mail (or such other postal service providing a registered or recorded delivery service in place of or in addition to Royal Mail)
- in the case of any other method of service, at the time of service actually proved
In this clause “Working Day” means Monday to Friday but does not include Bank Holidays.
- GDPR – Remote Access Agreement
- i) The purpose of this agreement is to outline the specific terms and conditions governing the access of your system and/or network by MF Telecom Services’ (‘MFTS’).
- ii) Article 6 of the GDPR, which will be incorporated into law on 25th May, enables us to hold, exchange and process person identifiable data under a ‘legitimate interest’ within the B2B environment, and under our current contractual arrangements. On the whole the data we hold is primarily held for the provision of a business transaction or service.
iii) We do not hold special categories of data or sensitive data as defined by the GDPR and DPA. Access to systems or networks are for support and service only, only the system configuration maybe stored by us following the encryption process outlined within our GDPR policy.
iv)This agreement is made between MF Telecom Services’ (‘MFTS’) and the customer.
i)Access is defined as all remote (and where necessary local on-site) access to your network for any service or support purpose.
ii)The network includes all data, applications, systems, services, infrastructure and computer devices which are owned or leased by the customer for the provision of our services.
iii)Mobile computer devices are defined as any handheld computer device, including but not limited to laptops, notebooks, tablet computers, smartphone devices (e.g. PDA, iPhone and Blackberry enabled devices, etc).
iv)Removable Storage devices are defined as any optical or magnetic storage device or media, including but not limited to floppy disks, CD, DVD, magnetic tapes, ZIP disk, USB flash drive (i.e. memory stick/pen/keys), external/portable hard drives.
22.3 Remote Access Agreement
i)MFTS may only use the network connection for approved business purposes as outlined in their service agreement. The use of the network connection for unapproved purposes, including but not limited to personal use or gain is strictly prohibited.
ii)MFTS may only use access and protect data by methods which have been defined by the MF COMMUNICATIONS GDPR policy.
iii)MFTS must ensure that only their employees & approved contractors, have access to the network connection or any equipment.
iv)MFTS shall be solely responsible for ensuring its nominated employees are not security risks.
The customer will promptly inform the MFTS in writing of any relevant employee changes. This includes the rotation and resignation of employees so that MFTS can disable their usernames and remove / change passwords in order to secure its resources.
v)As part of the annual service agreement review the customer will provide MFTS with an up to date list of their employees who have access to the network connection or any equipment.
vi)The customer is solely responsible for ensuring that all usernames and passwords issued to them by the MFTS remain confidential and are not used by unauthorised individuals. The customer must immediately contact MFTS they suspect these details have been compromised.
vii)The customer will be held responsible for all activities performed on the network while logged in under their own usernames and passwords.
viii)The customer and MFTS must ensure at all times that all computer devices used by them to connect to the network have reputable up to date anti-virus software and the appropriate security patches installed.
ix)Only in exceptional circumstances and with the prior written approval of the customer, should MFTS hold personal information on mobile computer devices or removable storage devices. Should the business requirements necessitate that x)MFTS store personal information on mobile computer devices or removable storage devices, then MFTS must ensure that only the absolute minimum amount of personal information as is absolutely necessary is stored on the mobile computer device or removable storage device and the information is securely deleted when it is no longer required. MFTS must ensure that all personal information stored on mobile computer devices and removable storage devices belonging to the customer is encrypted in accordance with the MFTS GDPR Policy.
xi)The customer must ensure that all mobile computer devices used by them to connect to the network, are used in such a way that access information belonging to them is not displayed to unauthorised individuals or the general public.
xii)When MFTS is connected to the customer network they should not leave their computer devices unattended.
Download MF Telecom Services Terms and Conditions