COMMS CONSULTING LIMITED – TERMS AND CONDITIONS OF BUSINESS – SUPPLY OF SERVICES
1. DEFINITIONS
Comms Consulting means Comms Consulting Limited a company registered in England and Wales under company no. 07242321 whose registered office address is at 30A Elm Hill Norwich Norfolk NR3 1HG
Conditions means the terms and conditions set out in this document and any special terms and conditions agreed in writing between Comms Consulting and the Customer
Contract means the contract for the supply of Services
Customer means the person firm or company purchasing or agreeing to purchase Services from Comms Consulting in accordance with the Conditions
Price means as specified in any scale of charges quotation proposal or offer letter provided by Comms Consulting
Review Date the date notified by Comms Consulting to the Customer being the date for the carrying out of the review of telecommunication services as referred to at clause 3
Services means the telecommunications cost reduction services as described more fully in clause 3 below
2. CONDITIONS APPLICABLE
2.1 The Conditions shall apply to the Contract to the exclusion of all other terms and conditions
2.2 No variation to these Conditions (including any special terms and conditions agreed between the parties) shall be binding unless agreed in writing between Comms Consulting and the Customer
2.3 Any representations made by Comms Consulting or its employees or agents concerning the Services shall not be incorporated into the Contract unless confirmed in writing by Comms Consulting and in entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
2.4 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other documentation issued by Comms Consulting shall be subject to correction without any liability on the part of the Comms Consulting
3. THE SERVICES
3.1 In providing the Services Comms Consulting shall:
(a) notify the Customer of the Review Date
(b) review invoices and/or statements of accounts received from the Customer’s current telecommunications suppliers for the six month period immediately preceding the Review Date (or such other period as may be agreed) in order to identify the prices paid by the Customer for telecommunications and minimum service levels provided as at the Review Date
(c) undertake a review of the telecommunications market as at the Review Date and present to the Customer a report setting out Comm’s Consulting’s findings and recommendations identifying any potential costs savings identified by Comms Consulting
(d) liaise with the Customer to agree a plan for the implementation of Comms Consulting’s recommendations
(e) contact service providers as appropriate and in accordance with any implementation plan to obtain estimates or quotations for the provision of telecommunication services and conduct negotiations with such service providers on behalf of the Customer
(f) review any estimates and quotations obtained and check any contracts received to ensure that they accurately reflect the tariff and terms in accordance with any estimates or quotations obtained
(g) keep the Customer informed of the status of any negotiations and the terms of any estimates or quotations and liaise with the Customer in connection with completion of any contracts
(h) provide an e-mail and telephone support service for the duration of the Contract offering first point of contact support for all billing enquiries and assistance to the Customer in the event of any other service issues which the Customer has not been able to successfully resolve through direct contact with the service provider
3.2 In the event that Comms Consulting becomes aware of any overcharging having been made when reviewing historical invoices it will bring these to the Customer’s attention and at the Customers request assist in recovering such overcharges from the service provider but any such assistance shall not form a part of the Services
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall provide Comms Consulting with all information reasonably requested by Comms Consulting to enable Comms Consulting to provide the Services including but not limited to the following:
(a) copies of all telecommunications contracts invoices statements of account and any other relevant documents specified by Comms Consulting for a minimum period of six months prior to the Review Date
(b) copies of all documents relating to the provision of any telecommunications services including all contracts and invoices received by the Customer during the term of the Contract
(c) details of any significant service issues disputes and negotiations with any telecommunications service provider for the period of six months preceding the Review Date
4.2 The Customer agrees that unless otherwise agreed by Comms Consulting in writing and for the duration of the Contract all negotiations with any telecommunications service provider relating to the terms of provision of telecommunication services to the Customer shall be conducted solely by Comms Consulting
4.3 The Customer agrees to provide Comms Consulting with letters of authority allowing Comms Consulting to liaise directly with any telecommunications service provider regarding the provision of services to the Customer
5. PERFORMANCE & SPECIFICATION
5.1 Comms Consulting reserves the right to make any changes to the specification of the Services which are required to conform with any applicable statutory requirements or which do not materially affect their quality or performance
5.2 Any dates quoted for performance of the Services are approximate only and Comms Consulting shall not be liable for any reasonable delay in performance and time for performance shall not be of the essence unless previously agreed by Comms Consulting in writing
5.3 Any alteration to the Contract specification required by the Customer must be notified to Comms Consulting promptly in which case Comms Consulting may accept such alteration (subject to any increase in the Price to reflect the alteration) at its sole discretion
6. PRICE AND PAYMENT
6.1 Subject to any special terms agreed in writing between Comms Consulting and the Customer Comms Consulting shall be entitled to invoice the Customer for the Price or instalments of the Price together with VAT on or before or at any time after performance of the Services
6.2 Unless otherwise agreed in writing by Comms Consulting the Customer shall pay Comms Consulting’s invoices within 14 days of the invoice date (Due Date)
6.3 If the Customer fails to make payment by the Due Date then without prejudice to any other right or remedy available to it Comms Consulting shall be entitled to
(a) Cancel the Contract and/or suspend any further performance of the Services (whether under this Contract or any other contract with the Customer)
(b) Charge the Customer interest at the rate of 5 % per annum above the base rate of HSBC Bank Plc from time to time or in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
7. WARRANTIES AND LIABILITIES
7.1 Subject as expressly provided in these Conditions Comms Consulting warrants that the Services will be performed with reasonable skill and care and in accordance with the Contract
7.2 Comms Consulting does not warrant that any cost reduction recommendations will represent the cheapest or best value deal available to the Customer at the time that the recommendation is made or that any particular deal will remain available to the Customer after the date on which the recommendation is made
7.3 Comms Consulting accepts no liability whatsoever arising as a result of the Customer’s failure to read in full or understand the terms of any contract provided by a service provider and to satisfy itself that the level of service offered is suitable for the needs of the Customer including ensuring that any network coverage provided by a mobile phone provider is adequate for the Customer’s needs
7.4 The Customer acknowledges that the Services will be provided on the basis of information provided by the Customer regarding its current minimum service requirements and expenditure and that the it is the Customer’s sole responsibility to ensure that such information is complete and accurate
7.5 Comms Consulting shall be under no liability under any warranty condition or guarantee if the Price and VAT has not been paid in accordance with clause 6 hereto
7.6 Comms Consulting shall not be responsible for any defects in Services unless notified to Comms Consulting within a period of 7 days from delivery to the Customer and failure to give such notice shall result in the Services being deemed to have been supplied in all respects in accordance with the Contract
7.7 Comms Consulting accepts no liability for any defect in the quality of Services provided by any telecommunications provider with which the Customer enters into a contract following Comms Consulting recommendations
7.8 In no event shall Comms Consulting be under any liability to the Customer whatsoever for any direct or indirect economic or financial loss or damage (including without limit any loss of profits loss of revenues liabilities incurred by the Customer to third parties or additional expenses incurred or the cost of time spent) or any consequential indirect or special loss or damage cost expenses or other claims for consequential compensation whatsoever (including without limit loss or damage to data or goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising and whether caused by the negligence of Comms Consulting or its employees or agents or otherwise
7.9 Comms Consulting does not exclude or limit any liability it may have for death or personal injury caused by its negligence
7.10 Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or common law are extended to the fullest extent permitted by Law
8. TERM & TERMINATION
8.1 This Contract shall continue in force for a minimum period of two years and thereafter until such time as the Contract is terminated by either party serving not less than 30 days written notice upon the other
8.2 Either party shall be entitled to terminate this Contract in the event that the other party has failed to remedy any material breach of the Contract within 28 days of receiving a written request to do so from the other party
8.3 Without prejudice to any other right or remedy available to it Comms Consulting shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability on the part of Comms Consulting to the Customer in the event that:-
(a) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation (otherwise for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or
(c) the Customer ceases or threatens to cease to carry on business; or
(d) Comms Consulting reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
8.4 In the event of termination for any reason whatsoever and whether at the instigation of Comms Consulting or the Customer Comms Consulting shall be entitled to invoice the Customer in full for all outstanding fees due including any fees payable on a monthly basis within thirty days of the date of termination and such invoice shall be payable in accordance with the provision of clause 6 above
9. FORCE MAJEURE
Neither party shall be liable for any delay in performing or failure to perform (other than a payment obligation) due to any act of god war strike lock-out industrial action fire flood drought tempest or any other event beyond the reasonable control of either party. Such delay or failure will not constitute a breach of this Contract and time for the performance of the affected obligations will be extended by such period as is reasonable
10. DATA PROTECTION
10.1 In accordance with the Data Protection Act 1998 Comms Consulting hereby notifies the Customer that personal data as defined in the Data Protection Act 1998 or any amendment or re-enactment thereof in respect of a customer which is obtained in the course of any contract to which these terms and conditions relate will be held and used by Comms Consulting and where appropriate shared with third parties only for the purpose of providing the Services to which this Contract relates and for the purpose of the sending of marketing materials relating to the services offered by Comms Consulting to the Customer
10.2 If the Customer objects to Comms Consulting holding any personal data for future marketing purposes it should provide Comms Consulting with written notice in writing to this effect
10.3 To the extent permitted by law the Customer may obtain copies of any personal data held by Comms Consulting upon payment of a reasonable fee calculated in accordance with the relevant statutory provisions
11. GENERAL
10.1 The headings in the Conditions are for convenience only and shall not affect their interpretation
10.2 Comms Consulting may perform any of its obligations or exercise any of its rights hereunder by itself or through its employees agents or sub-contractors
10.3 No waiver by Comms Consulting of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or other provision
10.4 No failure of the Customer to exercise any power given to it or to insist upon strict compliance by Comms Consulting with any obligation hereunder and no custom or practice of the parties at variance with the terms hereunder shall constitute any waiver of any of the Customer’s rights under the Contract
10.5 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby
10.6 The parties agree that nothing in these terms shall create or be deemed to create to imply a relationship of agent and principal between Comms Commercial and the Customer
10.7 Any notice given hereunder must be given in writing and delivered or sent by post or facsimile transmission to the residence or principal place of business of the party to whom it is addressed
10.8 Save as otherwise provided nothing in this Contract shall confer on any third party any benefit of the right to enforce any terms of this Contract
10.9 The Contract shall be governed by the laws of England and subject to the jurisdiction of the English courts
