VoIP Terms and Conditions
Unless expressly stated by Accelerator Ltd in writing all VoIP quotations are made and Order Forms accepted on the following terms and conditions:
1. Definitions
In this Agreement the following terms will have the following meanings:
(a) "Accelerator" means Accelerator Limited whose principal place of business is at Jewry House, Jewry Street, Winchester, Hampshire, SO23 8RZ.
(b) "Administrative Charge" means a monthly fee of 2.5% imposed by Accelerator for handling payments made other than by direct debit as provided in Clause 7.3 below;
(c) "Customer" means the person or entity whose details are set out on the Order Form;
(d) "Customer Equipment" means any telecommunications apparatus or system owned controlled, or housed by the Customer;
(e) "Order Form" means a request for Services signed by the Customer and delivered to Accelerator
(f) "Minimum Monthly Call Spend' means the amount specified in the Order Form;
(g) "Minimum Term" unless otherwise set out on the Order Form means a minimum period of 36 months
(h) "Service" means the provision of IP Centrex services, and or IP telephony services, and IP Trunking the Customer has requested from Accelerator on the Order Form;,
(i) "IP Centrex Services" means a centrally hosted provision telephony services generally provided by a PBX
(j) "PBX" means Private Branch Exchange
(k) "IP Trunking" means connection and termination of IP calls to a PBX
(I) "Broadband" means the provision of xDSL
(in) "xDSL" Means the provision of any Digital Subscriber Line
(n) "Service Equipment" means any equipment relating to the service including but not limited to; too include any data collection, and call routing devices, routers, switches, handsets, or other
telecommunication equipment Accelerator may from time to time install at the Customer's Premises for the purposes of providing the Service;
(o) "BT' means British Telecom PLC
2. Acceptance
2.1 The Customer may from time to time deliver Order Forms to Accelerator on the terms of this Agreement. Any Order Forms will be in such form as is notified to the Customer by
Accelerator from time to time by Accelerator and Accelerator may in its sole discretion accept
2.2 Each Order Form will be binding on Accelerator only after it indicates its acceptance by sending out a welcome letter to the Customer or commences provision of the Service whichever is
the earlier, prior to acceptance the Customer agrees that Accelerator may carry out such credit checks as it deems necessary as set out in Clause 7.3,
3. The Service
3.1 Accelerator agrees to provide the Service to the Customer and the Customer agrees to use the Service on the terms set out in this Agreement
3.2 Accelerator will provide the Service with the reasonable skill and care of a competent telecommunications provider.
3.3 Accelerator will use reasonable endeavours to ensure that the Service is available for use by the Customer but owing to the nature of telecommunications networks, it is impossible to
provide a fault free Service. The quality of the Service depends on both the quality and availability of the network to which the Customer is connected and also on other telecommunications
networks to which the person being called is connected. Accelerator will not accept any responsibility or liability to the Customer or any third party in the event of a failure by Accelerator to
meet its obligations under this Agreement.
3.4 Accelerator will respond to any reported fault with the Service as soon as reasonably practicable during Accelerator's normal working hours and will use all reasonable endeavours to
correct any fault within Accelerator's control.
4. Broadband
4.1 Where IP Centrex services are to be supplied, an arrangement to provide a Broadband connection must be made by the customer, either through Accelerator or through an approved
supplier of suitable broadband services (in accordance with criteria to be provided by Accelerator.) This will generally require the provision of a single analogue BT line, by the Customer
4.2 Accelerator will not be responsible for any failure to deliver the Service when the obligation set out in Clause 4.1 has not been fulfilled.
5. Access
5.1 Accelerator or its appointed agent will deliver and install any Service Equipment required for provision of the Service at the Customer's Premises. Accelerator will take all reasonable
steps to deliver and install the Service Equipment by such date as is advised, however any delivery date specified will be an estimate only. Accelerator accepts no liability for failure to meet
the delivery date.
5.2 The Service Equipment will remain the property of Accelerator at all times, except where the Customer has purchased the Service equipment, or entered into a separate agreement to
obtain the Service equipment, or until such time, as the Service equipment has been paid for in full. The Customer must not add to, modify or in any way interfere with the Service Equipment,
nor allow anyone else other than someone authorised by Accelerator to do so. The Customer will be liable for any loss or damage to the Service Equipment except where such damage is
due to fair wear and tear or is caused by Accelerator or anyone acting on Accelerator's behalf.
5.3 Accelerator grants the Customer a non-exclusive, non-transferable license to use the Software solely in respect of the provision of the Service.
5.4 Where access to the Service is facilitated through BT number porting, the Customer authorises Accelerator to have the numbers from the BT Lines listed in the Order Form routed by
Accelerator instead of BT and to forward appropriate details of the Customer's porting application for the Service to BT. The Customer will receive advance notification of the change of
service from BT to Accelerator. Accelerator's ability to provide the Service is subject to BT porting the numbers.
6. Use of the Service
6.1 During the Term of this Agreement, the Customer will not use another telecommunications service provider or network operator to provide any indirect, or direct access telephony service
other that for use for analogue provision or for alarm services etc.
6.2 The Customer will ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for network connection. The Customer will not
do anything that may damage or affect the operation of the Accelerator telecommunications network.
6.3 The Customer will ensure that the Service is used for the purpose for which Accelerator has authorized and is not used either by the Customer or any third party for any fraudulent,
criminal, defamatory, offensive, obscene or abusive purpose or so as to constitute a violation or infringement of the rights of Accelerator or any third party. The Customer undertakes to
comply with all applicable laws and regulations and all reasonable instructions of Accelerator in relation to its use of the Service and the Service Equipment
6.4 If the Network is to be used to carry alarm signals, then Accelerator will not accept responsibility for lack of Service or failure to deliver an alarm signal due to a) the network going down;
h) suspension of the Customer's account or c) reasons outside Accelerator's reasonable control including but not limited to any technical failure of the Network; because the Network is being
tested, modified or maintained or if access to the Network is denied.
6.5 If the Network is being used for business purposes then Customer will indemnify Accelerator against any threat or any claim by a third party because the Service was faulty or cannot be
used by them.
6.6 Accelerator will have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the Customer's negligence or default
or by the Customer Equipment or where the fault does not lie with Accelerator or any Service Equipment.
7. Payment
7.1 The Customer will pay all charges relating to the charges for calls made through the Service as are set out in the Accelerator tariff current from time to time (a copy of which is available
on request). All prices are exclusive of VAT and all prices are subject to increase upon Accelerator giving not less than 30 days' prior written notice to the Customer.
7.2 The Customer will pay all sums due to Accelerator under this Agreement in full without any set off whatsoever.
7.3 Accelerator will invoice the Customer quarterly for charges under this Agreement plus VAT. Payment is due within 14 working days of the invoice date by direct debit. Accelerator may at
it's discretion add an administrative charge of 2.5% should the customer choose not to pay by direct debit.
7.4 The time of payment of all sums due to Accelerator under this agreement will be of the essence. If Accelerator does not receive payment in full upon the due date, Accelerator will be
entitled to levy a late penalty charge at a rate of 3% per annum above the base rate of the Bank of England on any unpaid overdue balance (calculated on a daily basis).
7.5 All charges payable under this Agreement will be calculated by reference to data recorded or logged by Accelerator and not by reference to data recorded or logged by the Customer.
7.6 Subsequent to carrying out a credit check pursuant to Clause 7.3 Accelerator may require a cash deposit or a bank guarantee to cover charges which Accelerator might reasonably
expect the Customer to incur under the Agreement or may place a limit on the Customer's account for charges that can be accumulated by the Customer before payment is received by
Accelerator in respect of provision of the Service.
7.7 Accelerator reserves the right to change any tariff where the Customer is in breach of any term of this Agreement.
8. Provision of Information
8.1 The Customer undertakes promptly to provide Accelerator free of charge, with all information and cooperation as it may reasonably require enabling it to proceed without interruption with
the performance of its obligations under this Agreement.
8.2 Accelerator warrants keeping any data or other information it obtains in the performance of its obligations under this Agreement in accordance with relevant data protection legislation and
not to use or disclose such information for any unlawful purpose.
8.3 Accelerator reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer's account with credit reference
agencies. Accelerator and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.
9. Liability
9.1 Nothing in this Agreement will exclude or restrict Accelerator's liability for death or personal injury resulting from the negligence of Accelerator or its employees while acting in the course
of their employment or for fraudulent misrepresentation or for any other liability that cannot by law be excluded.
9.2 Subject to 8.1, this Clause sets out Accelerator's total liability to the Customer if the Service is not available for a continuous period of 12 hours or more in any one day and that
unavailability is attributable entirely due to the fault of Accelerator. In the event of such an event Accelerator's total liability will be limited to the sum of 5% of the charges incurred in the
average month for the previous quarter. Such liability will be paid as a credit against the next bill. Accelerator's aggregate liability in respect of all causes of action arising in each calendar
year whether in contract, tort or otherwise in connection with this Agreement will not exceed 60% of the total charges paid or payable by the Customer for the Service in such calendar year or
£1000, whichever is the lesser sum.
9.3 Accelerator will not be liable to the Customer in contract tort or otherwise including any liability in negligence for any lose of revenue, business, anticipated savings or profit or for any
indirect or consequential lost however arising.
9.4 Accelerator will not be liable for failure to perform any of its obligations under this Agreement if it is prevented from doing so by any circumstances beyond its reasonable control,
including, but not limited to. the acts or omissions of a third party telecommunications network operator or through the Customer's acts, omissions, negligence or default.
9.5 In the event of any failure in the Service, Accelerator will not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service
provider
9.6 The provisions of this Clause 8 will continue to apply notwithstanding the termination of this agreement.
10. Suspension of Service
10.1 Accelerator may at its sole discretion elect to suspend with immediate effect the provision of the Service until further notice without liability or compensation to the Customer on notifying
the Customer either orally (confirming the same in writing) or in writing in the event that:
10.1.1 The Customer is in breach of any term of this Agreement;
10.1.2 The Customer prevents or delays any prearranged maintenance from being carried out;
10.1.3 The Customer is suspected, in Accelerator's reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service;
10.1.4 Accelerator is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organization or other competent authority.
10.2 If Accelerator suspends the service under this Agreement then Customer will reimburse any coats and expenses reasonably incurred as a result of such suspension and/or the services
being reinstated.
10.3 If Accelerator chooses to suspend the Service this will not prevent Accelerator from also taking other action to terminate the Agreement under Clause 11 below.
11. Term and Termination
11.1 This Agreement will start on the date of the contract signing, or first makes the Service available to the Customer or the date of installation of the Service Equipment, whichever is the
earlier and will remain in effect for the Minimum Term and thereafter for further periods of three years unless and until terminated in accordance with this Clause 11. In the event that the
Service is added to or changed in any way then a Minimum Term of thirty six months from the date of installation will be added to the contract period unless Accelerator agrees otherwise at
its absolute discretion.
11.2 Each party may terminate this Agreement on not less than 90 days' prior written notice in writing to expire at the end of the Minimum Term or on each anniversary of the Minimum Term,
11.3 Without prejudice to their other rights under this Agreement Accelerator and the Customer may terminate this Agreement with immediate effect if:
11.3.1 The other party has committed a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 90 days
of having been requested to do so by the non-defaulting party; or
11.3.2 The other party ceases trading, becomes bankrupt or insolvent or any insolvency proceedings are begun against it including the appointment of a receiver (including an administrative
receiver in relation to the Customer) or any of its assets.
11.4 Without prejudice to its other rights, Accelerator will have the right with immediate effect to terminate this Agreement by notice in writing where the Customer fails to make any payment
when it becomes due to Accelerator.
11.5 On termination of this Agreement, the Customer will ensure that ACCELERATOR is supplied with prompt access to remove any Service Equipment supplied. Where the Agreement is
terminated prior to the end of the Minimum Term, other than for breach by Accelerator, the Customer will be responsible for the cost of de-installation and collection of the Service Equipment
by Accelerator and will pay Accelerator £200 for the de-installation of each item forming part of the Service Equipment. Any License granted under this Agreement will terminate with
immediate effect
11.6 On termination, any consequential reprogramming of the Customer Equipment will be the Customer's responsibility and at the Customer's cost.
12. Telephone Numbers
12.1 If Customers are provided with a telephone number (including a code) as part of the provision of the Services, then that code and number belongs to Accelerator and the Customer will
have no right to keep that number nor to sell, dispose or transfer that number at any time. Accelerator will use its reasonable efforts to ensure that the Customer is able to keep the number
during the period of this Agreement but Accelerator reserves the right to change the telephone number on reasonable notice at its sole discretion.
13 General
13.1 Accelerator reserves the right to change these terms and Clauses at any time and on reasonable written notice to Customer.
13.2 The Customer may not assign or transfer this Agreement or any of its rights under it without Accelerator prior written consent. Accelerator may assign the benefit of any or all of its rights
under this Agreement by giving notice in writing to the Customer.
13.3 Notices to the address specified in the Order most be given in writing either by hand, by first class post, or by facsimile transmission provided that there is transmission sheet showing
that the transmission was properly transmitted to the correct number, Notices must be sent to the address or fax number specified in the Order or such other address as may be notified to
the other party from time to time. Post will be judged to have arrived 2 days from date of posting. Notices sent by other means will be received immediately
13.4 if any prevision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions will continue to apply to the fullest extent permitted by law.
13.5 Accelerator will take all reasonable efforts to ensure the security of its Service but Customer should be aware that there is always a risk of such security being breached for reasons
beyond the control of Accelerator, where for instance the Service is provided through a third party network.
13.6 Failure by either party to exercise or enforce any right under this Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or
enforced on a later occasion.
13.7 This Agreement and any documents referred to in it, including, but not limited to, the Accelerator tariff together represent the entire agreement and understanding of the parties with
respect in their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or oral and this Agreement may only be
notified if such modification is in writing and signed by Accelerator and the Customer
13.8 The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone else.
13.9 English law will govern this Agreement and the parties agree to submit any disputes to the exclusive jurisdiction of the English courts.
If the Customer is not satisfied with the Service then they may refer any complaint to the telecommunications Ombudsman, whose details may be found at www.otelo.org.uk or to OFCOM,
the communications regulator at www.ofcom.org.uk or call OFCOM on 0845 456 3000.