Term and Conditions Utilities Technology UK Ltd
“Agreement” means these terms and any amendments to these terms and the terms that apply to the supply of Services. “Airtime” means wireless telecommunications airtime and network capacity procured from the Network Operator. “Agreement Number” means any reference number allocated to the Customer for the purpose of the Services. “Commencement Date” means the dale upon which Services arc first provided to the Customer or the dale of signature of the Sales Order by the Customer (whichever the earlier). “Customer” means the customer of Utilities Technology UK Ltd whose details appear on the Form and any of its group or subsidiary companies. “Device” means a wireless telecommunications device or handset. “Equipment” means the items provided by Utilities Technology UK Ltd to the Customer under this Agreement and includes any device, software and documentation supplied under this Agreement. “Equipment Prices” means the standard prices charged by Utilities Technology UK Ltd for Equipment identified in the Forms. “Forms)’ means the sales order. invoice. standing order or similar forms of Utilities Technology UK Ltd “Minimum Period” means 36 months from the Commencement Date (i.e. date of signature on Utilities Technology UK Ltd invoice). “Network Operator” means the network operator who operates the Telecommunications network or networks to which the Equipment is connected and from whom Airtime procured by Utilities Technology UK Ltd for the benefit of the Customer or directly procured by the Customer. “PAC” means the Porting Authorisation Code to enable the mobility so as to switch from one Network Operator 10 another. “Numbers” means the telephone numbers allocated to Utilities Technology UK Lid by the Network Operator and used by the customer to access the services of the Network Operator. “Utilities Technology UK Ltd” means Utilities Technology UK Ltd of Unit 2. Deacon Business Park, Moorgate Lane, Knowsley, Merseyside L33 7RX “Sales Order” means a request by the Customer for Equipment. “SIM Card” means the subscriber identity module supplied by the Network Operator (and which shall remain the property of the Network Operator) which identifies a Device as belonging to the Customer and being in service. “Termination Fee” means the charge where the Customer cancels within the Minimum Period. “Services” means the provision by Utilities Technology UK Ltd to the Customer Equipment (including any Device) or any other service that Utilities Technology UK Ltd may provide to the Customer.
Agreement for the Sale and Purchase of Equipment
Utilities Technology UK Ltd agrees and undertakes: to sell and supply to the Customer the Equipment; and subject to acceptance by Utilities Technology UK Ltd of a satisfactory Sales Order and subject to availability of stock, to arrange for any such Equipment to be delivered to the Customer. Utilities Technology UK Ltd will use its reasonable endeavours to ensure that all Equipment when delivered is in full working order and performs in accordance with the manufacturer‘s description and specification. Any guarantee does not extend to fair wear and tear. Utilities Technology UK Ltd does not guarantee that any software supplied under this Agreement will be error-free. If the Customer reports a fault during any guarantee period and Utilities Technology UK Ltd investigates such reported fault and reasonably concludes that the fault is due to faulty design, manufacture or materials then Utilities Technology UK Ltd shall. at its own executive option, either replace the faulty Equipment with new or similar Equipment or repair the faulty Equipment provided always that: the Equipment, and any software associated with the Equipment, has been used always in strict accordance with Utilities Technology UK Ltd or the manufacturer‘s/supplier‘s instructions and advise; and the fault is not due to damage (including lightning, electrical and accidental) or the actions or inaction of any party other than Utilities Technology UK Ltd; and Utilities Technology UK Ltd obligation to sell and supply Equipment shall cease as and from the date of any termination notice. Acceptance of the Equipment by the Customer shall take place when the Customer takes delivery or possession of the Equipment. Where Equipment is provided to the Customer on a chargeable bases then notwithstanding delivery and acceptance of the Equipment title in the Equipment shall not pass to the Customer until the date upon which all invoices relating to the Equipment have been paid in full to Utilities Technology UK Ltd. Where Equipment is provided to the Customer on a free of charge basis, then notwithstanding delivery and acceptance of the Equipment title in the Equipment shall remain with Utilities Technology UK Ltd. Following any upgrade of the Equipment or disconnection of the Equipment from the Services Utilities Technology UK Ltd shall reserve the right to request the safe return of the Equipment from the Customer to Utilities Technology UK Ltd. The Customer shall keep the Equipment in good working order during the period of use by the Customer. Utilities Technology UK Ltd reserves the right to charge the Customer any applicable replacement or repair charges as set out from time to time in the Form for any Equipment that is not returned to Utilities Technology UK Ltd in accordance with the provision of this clause. Unless and until title in the Equipment has passed from Utilities Technology UK Ltd to the Customer, the Customer undertakes not to send, transfer. lease. charge, assign, by the way of security or otherwise deal in or encumber the Equipment in any way. Risk in the Equipment will pass to the Customer upon delivery and the Customer will be liable for any loss or damage of the same as and from the time when the Equipment is delivered to the delivery location specified in the Sales Order unless the damage is caused by the negligence of Utilities Technology UK Ltd. Utilities Technology UK Ltd reserves the right to add to, substitute, or to discontinue any item of Equipment at any time Utilities Technology UK Ltd does not guarantee the continuing availability of any particular item of Equipment and (as the Customer acknowledges) may be dependent upon third parties in this respect. The Customer agrees to purchase and to accept delivery of the Equipment on the terms of this Agreement and undertakes to notify Utilities Technology UK Ltd as to any alleged fault, defect. shortage or discrepancy, in any Equipment within 14 days of delivery.
Agreement for the Services
On acceptance by Utilities Technology UK Ltd of an application by the Customer of Services Utilities Technology UK Ltd agrees and undertakes that it will use its reasonable endeavours to provide the Services on the following terms: Utilities Technology UK Ltd will provide the Services by a date which it shall specify. If the Customer requests any change to its application for the Services then Utilities Technology UK Ltd may determine a new date for provision of the Service. All dates for provision of the Services then Utilities Technology UK Ltd arc estimates only and Utilities Technology UK Ltd accepts no liability for failure to meet any estimated date for provision. On signing of the Forms, the Customer by signing the Forms grants Utilities Technology UK Ltd the permission, authority and the right to cancel on behalf of the Customer any existing mobile phone account with the Customer‘s existing mobile phone provider and to obtain the PAC. The Customer agrees that any Equipment provided by Utilities Technology UK Ltd to it for the purpose of providing the Services shall remain the property of Utilities Technology UK Ltd unless Utilities Technology UK Ltd has received and accepted payment from the Customer and the Customer shall be responsible for its proper use. If any part of such Equipment is lost, destroyed or damaged (save for wear and tear) the Customer shall pay Utilities Technology UK Ltd its replacement value. The Customer shall not interfere with or permit any third party 10 interfere with such Equipment. The Customer agrees that any Equipment of its own connects to any telecommunications Equipment provided by Utilities Technology UK Ltd in connection with the Services shall meet relevant standards and licenses applicable to such equipment or the Customer. Utilities Technology UK Ltd may have to place certain telecommunications equipment at the Customer‘s and/or at a third party‘s premises in order to be able to provide the Services. The Customer agrees to provide a suitable place and conditions for such Equipment at its own expense at it‘s or third party’s premises. The Customer agrees to purchases the Services from Utilities Technology UK Ltd on the terms of the agreement.
Utilities Technology UK Ltd warrants that it will perform its obligations ill this Agreement with the reasonable skill and care of a competent wireless telecommunications equipment provider. The Customer acknowledges that Utilities Technology UK Ltd is entirely dependent upon its suppliers and the Network Operator in relation to The quality of Airtime, in terms of line clarity, and call interference; and geographic extent of Airtime coverage; and local geography, topography and/or atmospheric conditions and/or other causes of physical or electromagnetic interference that may from time to time adversely affect the provision of Airtime. Utilities Technology UK Ltd may. where reasonable, from time to time and without notice suspend the Services for technical reasons or where the Customer fails to comply with the terms of this Agreement until such failure to comply is remedied; and if the Customer allows to be done anything which in Utilities Technology UK Ltd reasonable opinion may have the effect of jeopardising the operation of the Services or Utilities Technology UK Ltd, and in the reasonable opinion of Utilities Technology UK Ltd. the Services are being used in a manner prejudicial to the interest of the Customer and/or Utilities Technology UK Ltd. The Customer shall remain liable for all charges levied in accordance with this Agreement.
At any time after the Commencement Date the Customer may by means of a Sales Order request a change or a variation to the Services (but not a disconnection). In placing a Sales Order, the Customer shall make use of any Agreement Number allocated to it. All sales orders shall be subject only to the terms of this Agreement only. Utilities Technology UK Ltd undertakes to use its reasonable endeavours to fulfil any Sales Order as soon as reasonably practicable. The Customer undertakes to use its reasonable endeavours to keep Utilities Technology UK Ltd informed whenever reasonably practicable of likely future Sales Order. As and from the date of any notice of Termination Utilities Technology UK Ltd shall have no obligation to fulfil any Sales Orders. but may in its discretion choose to do so and for the avoidance of any doubt, any Device supplied under the terms of this Agreement will be charged to the Customer at its full price as appears on the form.
Basis of Charge
Where the Customer cancels the agreement with the Network Supplier or Utilities Technology UK Ltd, cancels the Services, the Devices or the Equipment within the minimum period with the Network Operator Utilities Technology UK Ltd the Customer shall pay to Utilities Technology UK Ltd the amount in full for the Equipment as set out in the Forms or Purchase Order, including without limitation the administration charges and cost of Equipment (The Termination fee) and shall pay an administration fee to Utilities Technology UK Ltd of £295.00 per single connection. Analogue Line. ISDN, Broadband Service or VoIP Extension. Billing for Network Operator Services shall be subject to the terms agreed between the Customers and the Network Operator. Without prejudice to any other rights of Utilities Technology UK Ltd in the event of the Customer failing to pay any sum due to Utilities Technology UK Ltd on time or at all notwithstanding delivery of a written reminder to the Customer. Utilities Technology UK Ltd shall be entitled to charge interest (both before and after any judgement) on amounts overdue from the Customer under this Agreement from the due date until the payment is actually made at the rate of 4% per annum over the base rates of HSBC Bank pic. for the time being during the relevant period; and reclaim from the Customer all costs and expense (including legal costs) incurred in the collection of overdue amounts and any equipment from the Customer, and suspend the provision of the Services until such time as all payments due including all interest accrued has been paid and satisfied in full.
Obligations of the Customer
The Customer undertakes with Utilities Technology UK Ltd that throughout the provision of the Services that it will: Not permit or suffer its employees to act or omit to act in any way which may injure or damage the Equipment; not use or allow its employees to use the Equipment or to have access to the Service for any improper, immoral or unlawful purpose; and comply with all statutory requirements in relation to the use of the Equipment and the Services; and provide Utilities Technology UK Ltd with such information as Utilities Technology UK Ltd reasonably request in connection with this Agreement; and not use Equipment and the Services for any purpose other than for which it was designed or intended; and notify Utilities Technology UK Ltd immediately (and to confirm in writing) on becoming aware that any Equipment or Device has been lost or stolen or that any person is making improper or illegal use of the Equipment or the Services. The Customer will be responsible for any charges incurred as a result of unauthorised use of any Device, or SIM Card, or the information contained within a SIM Card; and not damage or tamper with the Equipment so as to invalidate any warranty provided by the Equipment manufacturer and to pay the standard charges levied by Utilities Technology UK Ltd or the Equipment manufacturer or Network Operator; not damage or tamper with any software so as to invalidate any warranty provided by the supplier of the same; and use the Equipment and any software in accordance with the any user guide or other reasonable instruction of any manufacturer or supplier of the same or reasonable instruction of Utilities Technology UK Ltd and not 10 copy, (save as permitted by law) reverse engineer or modify the software in any way. In the event that Equipment or software is damaged. destroyed, lost or stolen than the Customer agrees to pay the applicable replacement or repair charges and shall be liable to Utilities Technology UK Ltd in respect of any charges losses or expense associated with such damage, destruction, loss or theft. The terms of this Agreement shall also apply to any Sales Orders placed by any subsidiaries or group companies of the Customer (unless the parties agree in writing otherwise). The Customer agrees that it is the authorised agent of it’s subsidiary and group companies and will be liable top Utilities Technology UK Ltd for all claims, losses and expense arising out of the breach of the terms of this Agreement by any subsidiary or group companies. Where the Customer brings any claim for replacement Equipment under the Utilities Technology UK Ltd Protection Scheme the Customer shall provide the following to Utilities Technology UK Ltd:
(i) A crime reference number (where applicable) and (ii) Lost equipment form that can be requested from Utilities Technology UK Ltd (iii) £40.00 + VAT excess fee per claim
Either party may terminate this Agreement if the other party is in material breach, and the breach is capable of remedy and the party in breach shall have failed to remedy the breach within thirty (30) days of notice specifying the breach and requesting its remedy. or the breach is not capable of remedy. Utilities Technology UK Ltd may terminate this Agreement at any time on the grounds that: the Customer has persistently failed to pay monies due to Utilities Technology UK Ltd under this Agreement or the Customer is otherwise materially or persistently in breach of the Agreement; or bankruptcy or insolvency proceedings are brought against the Customer, or if an arrangement with creditors is made, or a receiver or administrator is appointed over any of the Customer’s assets. or the Customer goes into liquidation, or Airtime becomes unavailable due to the termination of any of Utilities Technology UK Ltd agreements with the Network Operator(s) or the Customer‘s agreement with the Network Operator. Upon the expiry of any notice of Termination or otherwise upon the determination of this Agreement the Customer will pay to Utilities Technology UK Ltd any applicable termination fees.
The parties will each keep confidential any propriety information and/or any information obtained from the other in connection with this Agreement which is reasonably identified by either party as commercially confidential except such of its employees contractors and agents as may need to know the same purposes of implementation of this Agreement and who agree to be bound by the provisions of this clause without the consent in writing of the other. The obligations aforesaid shall not apply in any material which is in the public domain (other than as a result of a breach of this agreement); already known 10 the receiving party, lawfully received from a third party and/or ordered to be disclosed by any court or other tribunal or regulatory authority of competent jurisdiction.
The Customer undertakes to indemnify Utilities Technology UK Ltd against all liabilities, claims, demands, actions, costs. damages or loss arising out of any breach by the Customer of any of the terms of this Agreement. This agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Any amendments or alteration to this Agreement must be in writing and signed by an authorised signatory of Utilities Technology UK Ltd. This Agreement shall not be deemed to create any partnership. employment or agency relationship between the parties. Neither party shall be entitled to pledge, comment or authorise any matter that is not set out under the terms of this agreement. All sums payable under this Agreement are exclusive of any value-added tax that may be payable by either party. This Agreement is not intended to confer any benefit or burden upon any third party not a signatory to this Agreement. In the event that this agreement cannot be performed, or its obligations fulfilled for any reason beyond the reasonable control of Utilities Technology UK Ltd, including such events as war, industrial action, floods or acts of God, then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. In the event that this Agreement cannot be performed, or its obligations fulfilled for any reasons beyond its reasonable control for a continuous period of 3 months then either party may, at its discretion, terminate this Agreement by notice in writing at the end of that period. Where any clause is deemed by a court of competent jurisdiction to be unlawful then that clause shall be deemed removed and the rest of the Agreement unaffected. This agreement shall be subject to the Laws of England the courts of which shall have exclusive jurisdiction.