Terms and conditions for Blake Telecom.

This agreement is made with the company or authorised person detailed with this order and Blake Telecom Ltd (known hereafter as Blake Telecom or Blake Systems) who has the registered office in the UK at 15 Victoria Road, Darlington, United Kingdom, DL1 5SF. Company number 11554660

  1. Maintenance period

(a) This agreement shall start on the commencement date specified in the signed order form and shall continue for the minimum term as stated on the face of the agreement and thereafter from one year to year (each year starting on the anniversary of the commencement date) until terminated by notice in writing by either party to the other, such notice to be a minimum of 90 days prior to the next anniversary of the commencement date. Such notice shall be deemed to be received within a week of being posted by recorded delivery to the last known address of the party to whom it is given.

(b) The annual maintenance charge for the initial period of 12 months shall be the charge specified on the front page of this document (“the front”). For each subsequent year during the continuation of this agreement the annual maintenance shall be fixed according to the Blake Telecom’s current charges at the beginning of that year for the type and quantity of equipment (“the equipment”) specified on the front. The annual maintenance charge for each year during which this Agreement continues shall be paid before the date on which that year begins together with any applicable VAT or other tax.

(c) If notice is given as above before the expiry of the minimum term shown then payment is due for the sum of the annual amounts up to the expiry date of the minimum term. In the notice is given within 90 days of the termination period then the end user (client signing the document) agrees to pay 90 days of service plus any usage charges. This will be detailed on the final bill.

(d) If notice is given as above after the expiry date of the minimum term shown then payment is due up to the end 90 days.

(e) If notice is not given as above and the contract is either in the last year or after the minimum term of the contract then payment is due up to the anniversary of the following year of cover.

  1. Repair and maintenance.

(a) During the period of the agreement, in consideration of the payment of the maintenance charge, Blake Telecom shall as soon as is reasonably practicable after notification in accordance with paragraph 4 below provide a maintenance engineer to carry out during its normal business hours any maintenance of and repairs and replacements (including the provision of any necessary materials and spare parts) as shall be necessary as a result of fair wear and tear arising from the proper operation of the Equipment.

Any maintenance repairs or replacements or customer visits caused other than by fair wear and tear may be carried out at the Customer’s expense at the Blake Telecom’s current charges. The response time for these faults shall be within the time limit of 16 working hours unless otherwise stated. All repair or replacements may be carried out at the premises where the equipment is installed or elsewhere at the option of the Blake Telecom.

(b) This agreement does not cover the following items unless they are specifically detailed in the equipment section:

  1. i) Overhead, underground, internal or external cabling – standard or structured.
  2. ii) Two wire telephone handsets

iii) Call loggers, voicemail, battery back up and other additional equipment unless otherwise stated overleaf.

  1. Alterations to equipment and existing wiring.

(a) All alterations to apparatus and extensions to wiring (including removal and reinstallation to a new site) shall be carried out by an installer authorised by the Blake Telecom.

(b) Any alterations to Equipment and wiring shall be notified to the Blake Telecom within 14 working days of the commencement of the works.

(c) Blake Telecom may adjust the annual maintenance charge if the equipment is altered. In the event the Customer shall sign a supplementary contract (to include the new equipment) in accordance with clause 1 (b) above.

  1. Orders and Delivery.

(a) Orders are accepted by Blake Telecom subject to availability of goods for delivery.

(b) Unless otherwise agreed, delivery of goods within the UK will be made at the cost of the buyer to the address specified in the buyers order by any method of transportation deemed suitable by the Blake Telecom.

(c) Although Blake Telecom will use all reasonable efforts to meet delivery dates, it shall not be liable to the buyer for any loss or damage, whether direct, indirect, or consequential if it is delayed, in whole or in part, from delivering the Goods.

(d) Orders sent in confirmation of verbal or telephoned orders should be clearly marked “Confirmation” otherwise the Seller will accept no responsibility for duplication of despatch.

(e) All goods must be inspected immediately by the Buyer on delivery. Any lost, damaged or incomplete goods must be reported in writing within two working days of the delivery (or contracted delivery) of goods.

(f) Except as otherwise provided in these conditions, the risk of loss or damage to the goods shall pass to the buyer upon delivery of the goods.

  1. Return of goods

(a) Goods correctly supplied in accordance with the Buyers instructions may not be returned without the Sellers written consent (including where there has been a duplication of orders). Under no circumstances will goods which have been used or goods unfit for resale because of incomplete or damaged packaging, missing parts including documentation or marked goods be accepted for return and credit.

(b) Blake Telecom is prepared to purchase back Goods from Buyers providing all the following criteria are met:

  1. i) Buyer to pay all carriage costs both to and from Blake Telecom.
  2. ii) Goods to be returned within 10 Calendar days.

iii) Original Invoice must accompany goods.

  1. iv) Goods to be packed in original containers complete with all documentation and completely unmarked.
  2. v) The items carton must not be overwritten or damaged.

Your statutory rights are not affected.

Blake Telecom reserves the right to decline repurchasing goods.

  1. Ownership

(a) Blake Telecom shall retain ownership of and title to the goods until it has received payment in full for all sums due for all goods supplied to the buyer.

(b) If the Buyer fails to make any payment to Blake Telecom when due, compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order against it or, being a company, enters into voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent or if Blake Telecom has reasonable cause to believe that any of these events is likely to occur, Blake Telecom shall have the right, without prejudice to any other remedies

  1. i) to enter without prior notice any premises where Goods owned by it may be and to repossess and dispose of any Goods owned by it so as to discharge any sums owed to it by the Buyer under this or any other contract,
  2. ii) to require the Buyer not to resell or part with possession of any Goods owned by the Seller until the Buyer has paid in full all sums owed to the Seller,

iii) to withhold delivery of any undelivered Goods and stop any Goods in transit and forthwith suspend or cancel any uncompleted part of the Contract. Unless the Seller expressly elects otherwise, any contract between it and the Buyer for the supply of Goods shall remain in existence notwithstanding any exercise by the Seller of its rights under this clause 5.

 

  1. Payments.

The customer will pay for ANY and ALL invoiced amounts within 30 days of invoice date. Blake Telecom have the right to charge an extra 8% on late payments, this will be at the management discretion.

 

  1. THE CUSTOMER’S RESPONSIBILITIES AND LIABILITIES

(a) The customer shall notify Blake Telecom either orally or in writing as soon as possible of any fault in the equipment or of any work or maintenance that may be necessary. Blake Telecom may at its option repair at its current charges faults or damage that have arisen because of the failure to notify the Blake Telecom promptly.

(b) The Customer shall not allow the Equipment to be moved, interfered with or tampered with and shall at all times comply with all reasonable advice given by Blake Telecom in relation to the operation and care of the Equipment. Blake Telecom may at its option repair at its current charges faults or damage that have been caused by such moving, interference or tampering or by any failure by the customer to comply with Blake Telecom’s directions.

(c) Should any maintenance, repair, replacement, alteration or addition be made to the equipment other than by Blake Telecom or its authorised installer, Blake Telecom may terminate the agreement with immediate effect by giving the customer written notice and may retain the annual maintenance charge.

(d) The customer shall at its expense comply with all statutory requirements, bylaws, obligations, regulators, recommendations or instructions relating to the use or testing of the equipment. The customer shall obtain and pay for any such licences, way leaves, suitable private wires, jack sockets or any other items necessary for the operation of the equipment. Suitable electrical supplies where needed shall be provided and maintained by the customer at its expense.

(e) The customer shall give Blake Telecom and its representatives unhindered access to the equipment and shall at its expense make available mains electric supply and any other facilities and co-operation as may be necessary for the proper and prompt maintenance or repair of the equipment under this agreement.

(f) The customer shall maintain an environment suitable to support efficient operation of the equipment. The Customer is responsible for any damage caused by electrical surges.

(g) If the customer fails to observe the provisions of the agreement, Blake Telecom may terminate it with immediate effect by giving the Customer written notice and may retain the annual maintenance charge.

(h) The customer shall be liable for any costs relating the telephone calls, malicious or otherwise, made through the telephone system either from within the customer’s premises or via an external source obtaining access and dialling out.

  1. LIMITATION OF LIABILITY

(a) Blake Telecom will indemnify the customer:

i)against liability for personal injury or death directly attributable to the negligence of the maintainer; and

ii)against physical damage (but not loss of any data) caused to the Customer’s tangible property directly arising from the negligence of the maintainer in connection with the maintenance of the equipment.

(b) Blake Telecom’s total liability to the Customer under the indemnities contained in this a shall not exceed ten times the annual maintenance charge for one or more related claims arising in any one twelve month period.

(c) Subject to the provisions of the order form or other signed documents for equipment or services, Blake Telecom shall not be liable to the customer for any loss, expense or damage of any kind (direct, indirect or consequential and whether arising from negligence or otherwise) in connection with Blake Telecom’s maintenance of the equipment, telephone services, broadband services or otherwise.

(d) The customer acknowledges that it is its responsibility to effect insurance cover in respect of all risks relating to the maintenance of the Equipment not covered by the indemnity in this paragraph 5.

  1. GENERAL

(a) The construction of this Agreement is not to be affected by any heading. Reference to the plural shall include the singular and vice versa.

(b) This agreement constitutes the entire agreement between the parties and there are no agreements or understandings between them other than those set out herein.

(c) Any variation to this Agreement shall only be binding if it is recorded in a document signed by an authorised representative of Blake Telecom.

(d) Failure by Blake Telecom to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.

(e) Any express or implied waiver by Blake Telecom of any term or condition of this agreement or of any breach or default by the customer may be terminated by Blake Telecom at any time. No such waiver shall constitute a continuing waiver nor shall it prevent Blake Telecom from acting upon that or any subsequent breach or default or from enforcing any term or condition of this agreement.

(f) Blake Telecom shall not be liable in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control.

(g) The customer may not assign the benefit of this agreement or transfer, delegate or sub-contract any of its duties or obligation without the prior written consent of Blake Telecom.

11.Governing Law

The construction, validity and performance of the Contract shall be governed by English law and by entering into the Contract the parties submit to the jurisdiction of the English courts, except where the Seller chooses the jurisdiction of the courts where the Buyer has his place of business.