Terms and Conditions

Website Disclaimer

The information contained in this website is for general information purposes only. The information is provided by Penstone Communications and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or any profit arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under the control of Penstone Communications. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, Penstone Communications takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

 

Website Terms and Conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Penstone Communications’ relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term ‘Penstone’ or ‘Penstone Communications’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Suite 116, Trident Court, One Oakcroft Road, Chessington, Surrey KT9 1BD. Our company registered address is 222 Upper Richmond Road West, London SW14 8AH and our company registration number is 05246891. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

  • The content of the pages of this website is for your general information and use only. It is subject to change without notice.
  • If you send an enquiry via our Contact Us form, we will collect the following personal information:
    • your name
    • your email address
    • demographic information such as postcode, preferences and interests (if provided)
    • geographic location (country and county via Google Analytics)
  • This website uses cookies to monitor browsing preferences. If you do allow cookies to be used, the following personal information may be stored by us for use by third parties:
    • name and job title
    • contact information including email address
    • demographic information such as postcode, preferences and interests
    • other information relevant to customer surveys and/or offers
  • Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
  • This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
  • All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
  • Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
  • From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
  • Your use of this website and any dispute arising out of such use of the website is subject to the laws of England.

 

Terms and Conditions for the Provision of Services and Equipment

TERMS AND CONDITIONS for the provision of Services and/or Equipment which have been selected by you (the Customer) from Penstone Communications Limited (PC), a company incorporated in England and Wales with company number 5246891 at registered address 222 Upper Richmond Road West, London SW14 8AH.

1. Provision of Services

1.1. PC will provide the Services from the date notified to the Customer with the reasonable degree of skill and care of a competent telecommunications network service provider.

1.2. PC shall be entitled to change the codes and/or the numbers allocated to the Customer or the technical specification of a Service where necessary for operational reason or statutory or regulatory requirements, provided that any change to the technical specification does not materially affect the performance of the Service.

1.3. PC may suspend the Services for operational reasons or in the case of an emergency or in accordance with clause 8. PC shall give the Customer as much notice as possible and such instructions which PC believes are necessary for reasons of health, safety or the quality of any Service provided by PC to the Customer or any third party.

2. Delivery, Installation and Ownership of the Services and Equipment

2.1. To enable PC to exercise its rights and fulfill its obligations including, if appropriate, the installation at the Customer’s premises of Equipment for the provision of Services the Customer shall, at its own expense and, where appropriate, in advance of any installation work permit or procure permission for PC and its duly authorised representatives to have reasonable access to the Customer’s premises and telephone system and/or any Equipment provide by PC at all reasonable times and shall provide such reasonable assistance as PC shall required

2.2. PC will normally require access during its usual working hours but may, on reasonable request require the Customer to provide access at other times.

2.3. The Customer will obtain all necessary consents, including consents for any necessary alterations to buildings.

2.4. The Customer will provide a safe environment, accommodation and foundations including all necessary trunking, conduits and cable trays in accordance with the relevant installation standards.

2.5. The Customer shall take up or remove any premises fixtures or fittings as PC or its authorised representatives shall advise are necessary and carry out afterwards any making good or decorator’s work required.

2.6. The Customer shall provide any electricity and connection points required by PC or its authorised representatives and provide a suitable and safe working environment for PC’s employees and its authorised representatives.

2.7. The Customer is responsible for the Equipment and must not add to, modify or in any way interfere with the Equipment nor allow anyone else to do so. The Customer will be liable to PC for any loss of or damage to the Equipment, except where such loss or damage is due to fair wear and tear or is caused by PC or anyone acting on its behalf.

2.8. Penstone offers a free installation on Fiber to the premises for new installations and data services when signed on a 36 month or 60 month contract,  excluding supplier excess construction charges  (subject to survey). However when a new lease line circuit on order does not get installed and completed, or is cancelled installation or connection charges will apply. Please refer to terms 7.9 and 7.9a.

2.9. Ownership title for the Equipment supplied or supplied and installed by PC in accordance with the Customer’s instruction and/or purchase order shall remain with PC until payment in full has been received from the Customer.

3. Connection of the Equipment to the Service

3.1. Any Equipment connected to or used in conjunction with the Services must be connected and used in accordance with any instructions, any safety or any security procedures applicable to that Equipment.

3.2. Any Equipment which is attached directly or indirectly to the Services must be technically compatible with the Services and approved for that purpose under any relevant legislation.

4. Use of the Services

4.1. The Customer acknowledges that it has access to the public switched telecommunications network using landline, internet and mobile technology provided by licensed UK Network Service Providers. Where appropriate, the Customer is responsible for all costs and expenses relating to reprogramming its Equipment so that it can access the Services.

4.2. Customers are advised that PC’s Network Service Providers may have fair usage policies in place for bandwidth usage for internet services or outbound calling minutes and volumes from landlines and mobiles. Their objective is to ensure that every Customer has access to Services to the same standard and that they may enjoy in common the best quality available for that Service. If a customer’s usage is judged to be excessive by the provider, the Customer will be given reasonable notice by PC in writing and where possible, PC will propose a contractual change to the Customer to facilitate this extra usage. Alternatively, the excess usage may result in increased charges or access may be curtailed or denied.

4.3. The Customer undertakes to use the Services in accordance with such instructions and conditions as may be notified in writing to the Customer by PC from time to time and the relevant provisions of the Telecommunications Act 1984 or any other legislation applicable to PC, or such terms and conditions of the licensed Network Service Providers providing the Equipment or Service as PC shall notify the Customer from time to time.

4.4. Without limitation to the generality of clause 4.3, the Customer undertakes not to use the Services for the transmission of material which is defamatory, offensive or of an obscene or menacing character; or in a manner which constitutes a violation or infringement of the rights of any person, firm or company including without limitation,  fair usage, copyright and confidentiality; or as a means of communication for purposes other than that for normal business or domestic use; or fraudulently or in connection with a criminal offence.

4.5. The Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services regardless of whether such is authorised, unauthorised or fraudulent. The customer must inform PC as soon as reasonably practical if it suspects that fraudulent or unauthorised use of the Services has occurred or is occurring, although such notification will not limit the Customer’s liability to pay the charges incurred.

4.6. PC will provide the Customer with details of its maintenance operation which should be contacted in the event that there is, or the Customer suspects that there is a fault with any of the Services.

5. Duration of this Agreement

5.1. This Agreement shall come into force on and with effect from the date shown on the contract and shall continue thereafter for a minimum term of 36 months subject to the terms hereof and then on each anniversary the contract shall continue for additional 12 month terms unless terminated by either party giving to the other not less than 90 days prior written notice before the end of the minimum term or 90 days written notice on each subsequent 12 months anniversary continuation of the term as per 5.2.

5.2. Unless otherwise specified or terminated by either party, this Agreement will be renewed for a further 12 month term at the expiry of the initial term and annually thereafter and any notification outside these dates will incur the outstanding monies for that period as detailed.

6. Charges and Payments

6.1. In consideration of the Services provided by PC the Customer shall pay all charges for the provision of the Service as notified to the Customer from time to time, and for the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

6.2. PC shall send invoices for the Charges monthly in arrears for call traffic and monthly in advance for all services.

6.3. The Charges for a given invoice period will be calculated by reference to the appropriate band of PC’s tariff exclusive of Value Added Tax.

6.4. PC may alter the tariff structure referred in clause 6.3 by giving the Customer not less than 28 days notice in writing except that PC may reduce the pricing within the tariff structure at any time.

6.5. All quoted international call rates apply only to standard landline and mobile networks within a specified country.

6.6. The Charges shall be calculated by reference to data recorded or logged by PC and not by reference to any data recorded or logged by the Customer.

6.7. PC may require that the Customer pays a deposit or provides a guarantee as security for the payment of future bills.

6.8. All sums due to PC shall be payable by the Customer within 14 days of the date of the relevant PC invoice without any set-off or deduction whatsoever. Payment must be made monthly by Direct Debit as this enables PC to minimize the cost of administration and debt collection. In the event that the Customer does not pay invoices rendered by PC by Direct Debit or stops a live Direct Debit a £25.00 ex VAT charge will be applied to the next invoice for a failed Direct Debit with an additional £25.00 ex VAT charge to re- setup the Direct Debit. If not reinstated before the next collection is due PC will apply a Payment Administration Fee in the sum of £10.00 ex VAT to each invoice. PC shall have the right to request payment on demand if the Customer fails to make payment of any billing within 14 days. The time of payment of all sums due to PC is of the essence.

6.9. PC reserves the right to charge daily interest on outstanding invoiced sums until payment in full is received at a rate equal to 10% per annum above the base lending rate of HSBC Plc as current from time to time whether before or after judgment. Interest shall accrue notwithstanding termination for any cause whatsoever and this right to charge interest is without prejudice to PC’s right to treat non-payment of sums due from the Customer as a repudiatory breach of this Agreement.

6.10. Overdue accounts; when a live Direct Debit is in place, PC reserves the right to collect any outstanding invoices by Direct Debit to avoid the Customer incurring any late payment charges.

6.11. Early Termination Charges; should the Customer cease part or all of their Services mid-way through a contract term in accordance with clause 7.8, payment will be due immediately and collected as per 6.10.

7. Termination

7.1. Without prejudice to any other rights or remedies either party may have either under this Agreement or at law, PC may terminate this agreement immediately by serving notice in writing to the other party in the event that either party is in default in its performance or observance of any of its obligations under this Agreement, and, in the case of remedial breach, fails to remedy the breach within 10 days; or an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against either party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate, or a voluntary arrangement is proposed or approved, or an administration order is made, or a receiver or administrator is appointed over any of the other party’s assets or undertakings, or a winding up resolution or petition is passed or presented (excluding for the purpose of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order; or in the event of a force majeure event (as described in clause 10) that continues for a  period exceeding 90 days.

7.2. Without prejudice to its other rights under this Agreement or at law, PC may cancel the Services immediately by giving written notice to the Customer if a licence under which the Customer has the right to run its Equipment is revoked or amended and not replaced by an equivalent licence or right so that PC is not permitted by law to provide the Service to the Customer; or PC believes that a Service is being used in a way that is forbidden by clause 4.

7.3. In the event that this Agreement is terminated pursuant to this clause 7, all Services shall without prejudice to the parties’ accrued rights and obligations with respect thereto, terminate forthwith and all arrears of Charges and any other sums due to PC under this Agreement shall become immediately due and payable in full on demand and the Customer must immediately cease to use the Services to the extent that they have been cancelled or this Agreement has been terminated.

7.4. Termination of the Services in whole or in part shall not affect any pre-existing liability of the Customer under this Agreement or affect any right of PC to recover damages in respect of any breach by the Customer of the terms of this Agreement.

7.5. In the event that the Customer terminates this agreement in order to transfer part or all the Services to another Provider, PC may apply an exit charge per telephone number or a cease of broadband charge in accordance with the tariff identified in clause 6.

7.6. On acceptance of the Customer’s notice to terminate this Agreement Penstone reserves the right to invoice the Customer for the Services rental term, and this final invoice shall become due for payment in accordance with clause 6.8 of this Agreement.

7.7. The provisions of this clause 7 continue to apply despite the termination or expiry of this Agreement.

7.8 In the event that the Customer terminates this Agreement prior to expiry of the Minimum Term or additional term, the Customer shall pay the Early Termination Charges, calculated in accordance with clause 7.6

7.9 The Early Termination Charges shall be for each line or CLI that a Customer cancels including any disconnection charge for internet services applied by the carrier:-

(a) the sum of the Line Rental charges payable by the Customer from the date of actual termination until the date of expiry of the Minimum Term or Additional Term; and

(b) any actual Call Charges or rentals accrued up to and including the date of termination; and

(c) the average monthly call spend multiplied from the date of the actual termination until the date of expiry of the Minimum term or Additional Term; and

(d) an administration charge of £50.00 (fifty pounds) plus VAT.

(e) Upon acceptance of early termination charges, all services must be ported away with 30 days or additional charges may apply

7.10 Any Leased Lines, Data or Converged circuit terminated before the handover or completion of the circuit will incur 100% of the installation charges and 100% of the first 12 months rental.

(a) Circuits terminated after the handover or completion date will carry a 100% of the remaining contract term

7.11 Any broadband Service that has been requested to be ceased by the Customer will carry a Network Cease Fee of £49.00.

8. Suspension of the Services 

8.1. PC may at its sole discretion and without prejudice to any rights it may have to terminate this Agreement upon giving notice to the Customer either orally, confirming such notification in writing, or in writing, elect to suspend forthwith provision of the Services until further notice in the event that PC is entitled to terminate this Agreement pursuant to clause 7.2; or PC is entitled to suspend provision of any other telecommunication service under the terms of any other agreement between PC and the Customer; or PC is obliged to comply with an order, instruction or request of Government, an emergency service organisation or other competent administrative or regulatory authority which affects its ability to provide the Service; or maintenance or emergency works must be carried out on the equipment or for operational reasons; or the Customer is in breach of clause 4.5.

8.2. In the event a suspension is implemented as a consequence of the breach, fault or omission of the Customer, the Customer shall reimburse PC for all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.

8.3. PC shall not be liable for any loss, damage or inconvenience suffered by the Customer as a result of any suspension pursuant to clause 8.1.

9. Limitation of Liability 

9.1. Neither party is liable to the other party except as expressly set out in this Agreement and has no other obligation or liability whatsoever in contract, tort or otherwise to the other party. Further, the provisions of this clause 9 shall continue to apply notwithstanding termination of this Agreement

9.2. PC shall not be liable under or in connection with this Agreement whether in contract, tort or otherwise , including liability for negligence, for any indirect or consequential loss, including but not limited to, corruption of or the destruction of data, any loss of business, revenue or profit, anticipated savings or for any financial loss whatsoever.

9.3. Nothing in this Agreement shall exclude PC or restrict PC’s liability for death or personal injury resulting from the negligence of PC or its employees.

9.4. Insofar as any part of the Services depends on or is supplied by Network Service Providers, PC is not responsible for their reliability or quality unless PC is at fault.

9.5. PC will not be liable to the Customer for any failure to comply with its obligations under this Agreement to the extent that its liability arises as a result of the failure of the Customer to fulfill its obligations under this Agreement.

9.6. The Customer shall ensure that it complies at all times with all laws and obligations, including any licence which is applicable to the Customer. PC will have no liability under this Agreement for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations.

9.7. The liability of PC in contract, tort or otherwise arising out of or in connection with the performance of PC’s obligations under this Agreement shall be limited to £10,000 for any one incident or series of incidents and £500,000 in aggregate.

9.8. The Customer shall indemnify and keep indemnified PC against any claims, losses, damages, costs or other liabilities which PC may incur or may be established or brought against it by reason of any claim against PC by any third party arising out of or in connection with this Agreement or use of the Services. Further, the Customer indemnifies and will keep PC fully and effectively indemnified against all and any losses, claims, damages, costs, charges, expenses and other liabilities which PC may sustain or incur or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of any breach by the Customer of its obligations under this Agreement; and/or the negligence, recklessness or unlawful misconduct of the Customer in the performance of its obligations under this Agreement.

9.9. In order to minimize the risk of any losses in the event that PC is unable to provide the Services due to a technical problem in relation to the telecommunications network by which the Services are provided, the Customer must be aware of and follow the procedure for diverting traffic over an alternative network as will be notified to the Customer in writing. PC shall not be responsible for any costs or expenses arising as a result of such diversion of traffic including, without limitation, such Network Service Providers charges.

10. Force Majeure

10.1. Notwithstanding anything herein to the contrary, neither party shall be liable for any delay or failure in performance of any part of this Agreement, other than the payment obligations set out in clause 6, to the extent that such delay or failure is attributable to a force majeure event including, without limitation, any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour dispute, the act or omission of Government, highways authorities, Network Service Providers or administrations or other competent authority, war or military operation.

10.2. This clause 10 shall continue to apply notwithstanding termination of this Agreement.

11. Assignment 

11.1. The Customer shall not assign or delegate or otherwise deal with any of its rights and obligations under this Agreement without PC’s prior written consent given by a duly authorised representative, such consent not to be unreasonably withheld. PC shall have the right to assign or otherwise delegate all or any of its rights and obligations to any other person upon serving notice on the Customer.

12. Information and Confidentiality

12.1. The Customer will provide to PC without charge any information which PC may require to enable it to proceed with the performance of its obligations under this Agreement including any information which PC may reasonably request for the purpose of credit verification and debt collection.

12.2. PC and the Customer agree to keep confidential any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement. This obligation will not apply to information which the recipient can prove was in the public domain prior to the date of this Agreement, or was disclosed in compliance with a law or an order of the court or a competent regulatory authority.

12.3. Both parties shall comply with the data protection laws in force from time to time insofar as they relate to this Agreement and shall ensure that their employees shall observe such laws.

12.4. This clause 12 shall remain in effect for 24 months after the termination of this Agreement.

13. Notices

13.1. Notice required or authorised to be given under this Agreement shall be delivered by prepaid first class post or by hand to the addressees. In the case of PC the address will be as shown on the last invoice rendered to the Customer or such address as PC may nominate for this purpose. For the Customer the address is the Customer’s usual address for invoices or last known address or its registered office address.

13.2. Notice shall be deemed to have been made to the other party if delivered by hand, when delivered, if posted by prepaid first class post, on the second working day following posting.

14. Waiver

14.1. The failure by either party to this Agreement to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion.

15. Severability

15.1. If any provision of this Agreement is held by the court or any Government Agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall, to the extent possible, remain legal, valid and enforceable.

16. Change to the Agreement

16.1. Notwithstanding any other provision of this Agreement, PC may change the terms of this Agreement at any time by notice in writing to the Customer. The change will take effect on the date set out in the notice. PC will publish details of any change in its registered office at least 14 days before the change is to take effect.

17. Governing Law

17.1. This Agreement shall be governed by and construed in accordance with the laws of England and English shall be the appropriate language and translation of this Agreement. The parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of courts in England for the purpose of hearing and determining any dispute arising out of this Agreement and for the purpose of enforcement of any judgement against their respective assets.

18. Entire Agreement

18.1. This Agreement constitutes the entire agreement between the parties hereto in connection with the subject matter of this Agreement. Neither party has relied upon any representation save for any representation expressly set out in this Agreement.

 

Terms and Conditions for Maintenance Contracts

1. Definition and contract.

1.1. In this agreement “the Equipment” means the equipment specified on the front page of this document; “the Customer” means the company, individual, or other entity receiving the services to be provided hereunder and which is identified on the front page of this document; “PC” means Penstone Communications Ltd; “the Services” means the Services to be provided hereunder by PC in respect of the Equipment; “the Maintenance Charges” means the charges payable hereunder by the Customer to PC for the Services.

1.2. The Services provided by PC hereunder are subject to these terms and conditions unless varied by a written document signed by a Director of PC. The signing of the Maintenance Agreement by the Customer shall be an offer which will become binding on PC upon an acceptance of such order by a Director of PC.

2. Terms.

This Agreement shall commence on the Commencement Date specified on the front page of this document and shall continue for a minimum period of 36 months. Upon expiry the Agreement will automatically continue from year to year unless and until terminated by 90-days prior written notice given by either party to expire on the anniversary of the Commencement Date of this Agreement.

3. The Services.

3.1. PC agrees to:

3.1.1. Maintain the Equipment at the installation address (excluding structured cabling) in efficient working order during the continuance of this Agreement and shall provide the appropriate service listed in the Schedule subject to the provisions of the Schedule and these terms and conditions.

3.1.2. To execute by its servants, agents or contractors without charge all repairs and replacements to the Equipment necessitated by fair wear and tear and/or faulty workmanship and/or faulty materials provided no such Maintenance / Account Charges are overdue or any maintenance reports for completed remote work remain un-signed and not returned to PC.

3.1.3. At the expense of the Customer to provide Service where failure of  the equipment is subsequently found to be due to mis-operation or failure of a Network Service Providers Equipment and/or host systems and/or electricity supply service or if any person not authorised by PC shall have tampered with the Equipment.

3.1.4. At the expense of the Customer to move the Equipment to alternative premises where in the opinion of PC suitable service and reception facilities exist provided the Equipment does not thereby pass out of the possession or control of the Customer.

4. Maintenance Charges.

4.1. The Customer agrees during the term of this Agreement to pay the Maintenance Charges specified overleaf subject to the following terms.

4.2. All maintenance invoices rendered by PC are payable within 7 days from the date of such invoice. All Maintenance Charges and invoices are strictly net.

4.3. PC reserves the right to vary the Maintenance Charges at each anniversary by no more than 10% in the event of any price increase greater than 10% during any calendar year (unless such an increase shall be as result of supplier increases being in excess of 10% in any calendar year) the Customer shall be entitled to cancel this Agreement by giving 14 days written notice to PC.

5. Customer Obligations.

5.1. The Customer agrees to:

5.1.2. Pay the Maintenance charges as prescribed on the front page of this document.

5.1.3. Notify PC of any fault in the Equipment or of any work or maintenance that may be necessary as soon as possible.

5.1.4. Not allow the Equipment to be moved, interfered with or tampered with and to comply with all reasonable advice given by PC in relation to the operation and care of the Equipment.

5.1.5. Notify PC of any alteration, repair, replacement or addition to the Equipment not carried out by the Company or its representatives.

5.1.6. At its expense comply with all statutory requirements, bylaws, obligations, regulations, recommendations or instructions in relation to the use or testing of the Equipment.

5.1.7. Allow PC or its representative’s unhindered access to the Equipment and shall provide at its expense mains electricity and any other facilities and co-operation as may be necessary for the proper and prompt maintenance or repair of the Equipment to be completed.

5.1.8. Maintain an environment suitable to support efficient operation of the Equipment.

5.1.9. Observe the provisions of this Agreement failing which PC may terminate this Agreement with immediate effect by giving the Customer written notice and may retain the Maintenance Charges.

5.2. Pay PC, on early termination of the agreement, an amount equal to forty-nine per cent of the outstanding payments for the remainder of the Agreement period or the sum of two hundred and fifty pounds, whichever shall be the greater. The Customer must also pay to PC forthwith any payments, overdue payments and interest it owes to PC under this agreement and any costs PC incurs in collecting from the Customer the payment it owes.

6. Default.

If the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Customer or if, the Customer being a Limited Company, any resolution or petition to wind up the Customer (other than for the purposes of reconstruction or amalgamation) or for an administration order in respect of the Customer shall be passed or presented, or if a Receiver of the property undertaking or assets (or any part thereof) of the Customer shall be appointed, or if the Customer shall commit any breach of its obligations hereunder, then, and in any such case PC may forthwith (and without prejudice to any other right or remedy of PC;

6.1. Withhold the Services (without affecting the Customers continuing liability to pay the Maintenance Charges, and

6.2. Suspend or terminate this Agreement or any unfulfilled part thereof, and

6.3. Stop any supplies or goods in transit or any other work in progress.

7. Liability.

7.1. PC shall not be liable for any loss of profit, loss of contracts, waste of staff time or consequential loss of any sort whatsoever and howsoever caused.

7.2. PC shall use reasonable endeavors to provide the Services hereunder with reasonable dispatch and to comply with response times specified (if any) but PC shall not be liable for damages for delay in providing the Services hereunder.

7.3. PC’s total liability in respect of any defective service supplied hereunder or in respect of any other obligation of PC hereunder shall be limited to a sum equal to six months Maintenance Charges payable hereunder. The Customer shall have no claim against PC in respect of any defective service provided by PC hereunder provided that PC shall rectify such service within a reasonable time of being given written notice to do so .

7.4. PC shall not be liable for any defect in the Services unless the Customer shall have given to PC written notice of such defect within 7 days of the date on which such defect came to the attention of the Customer. Time is of the essence for the purposes of this sub-clause.

7.5. PC shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to the Customer under this Agreement if such non-performance or liability is due  in whole or in part to any cause beyond the control of PC including, without limitation, Act of God, war, insurrection, riot, civil commotion, Government regulations, embargoes, explosions, strikes, labour disputes, illness, flood, fire, tempest or failure of subcontractors or manufacturers to honor their obligations to PC.

7.6. The Customer shall indemnify and keep indemnified PC against any claim made by any third party against PC arising out of or related to the Services provided hereunder or the other obligations to PC.

7.7. Each foregoing sub-clause of this clause shall constitute a separate and severable Agreement. The provisions of this cause shall continue in effect notwithstanding the termination or completion of this Agreement or any other matter which might otherwise cause this Agreement to become ineffective.

7.8. The provisions of this clause shall operate to protect every servant, agent and subcontractor of PC and PC shall be deemed to be trustee for itself and such servants, agents and subcontractors so as to make them parties to this Agreement for the purposes of this clause only.

8. Miscellaneous.

8.1. All pre-contract representations including but not limited to catalogues and advertising material unless specifically incorporated into this Agreement made by or on behalf of PC are hereby excluded from this Agreement and the Customer warrants that no reliance has been placed upon them in entering into this Agreement.

8.2. Any advice or recommendation made by PC or its employees as to the storage, use or application of the Equipment shall not be binding upon PC unless confirmed in writing by a Director of PC .The Customer should rely upon manufacturer’s manuals for all instructions and advice.

8.3. PC shall be entitled to engage subcontractors to perform the Services. PC shall be entitled to assign this Agreement.

8.4. Where the Customer consists of more than one person or company then their liability shall be joint and several.

8.5. No failure or delay in exercising any rights hereunder on the part of PC shall operate as a waiver of such rights.

8.6. The Customer shall determine the suitability of the Equipment for its intended use prior to signing this Agreement.

9. Law.

9.1. This Agreement shall be construed according to the Laws of England and Wales and any disputes in connection therewith shall be tried in the Courts.

10. Schedule.

10.1. PC shall clear at least 95% of service call outs within 8 working hours (9.00am – 5.30pm) and shall clear at least 95% of total system failures within 4 working hours (9.00am – 5.30pm).