• Terms and Conditions for the Sale of a Telephone System

    1. DEFINITIONS

      • “Agreement” means this Agreement made between Nexus IP and the Customer, including all documents expressly incorporated herein.
      • “BABT” means British Approval Board for Telecommunications.
      • “Bring into Service Date” means the date on which the System is first brought into use by the Customer or, in the event of delays attributable to the Customer, the date from which the System can be used by the Customer if such delays had not occurred.
      • “BSI” means British Standards Institution.
      • “Contract Value” means that sum so named in this Agreement together with any additions thereto or deductions there from agreed in writing in accordance with this Agreement.
      • “Customer means the party with whom Nexus IP has contracted to provide the System and services detailed herein and is defined on the front of this agreement.
      • “Documentation” means one copy of the Manufacturers Standard user and Operator Handbook(s) together with any other documentation specifically denoted in this Agreement.
      • “Network Operator” means a public or private telecommunications operator providing a telecommunications network or circuit regulated by statutory licence.
      • “Ready for Service Date” means the date upon which the Systems has passed Nexus IP’s standard installation test and Nexus IP has informed the Customer that the System is available for Pre-Connection Inspection.
      • “Nexus IP” means Nexus IP Limited.
      • “Site” means the place defined in this Agreement to which Nexus IP will deliver the System and where required by this Agreement will undertake installation and commissioning of the System.
      • “Software” means all operating systems and other programs of a machine readable form that are necessary for the System to operate in compliance with the performance parameters defined in this Agreement and excluding all source material including but not limited to source code listings, object code listings, flow charts and assembler instructions.
      • “System” means all System hardware, software, documentation and services specified in the Agreement to be provided by Nexus IP to the Customer.
    2. EXTENT OF AGREEMENT

      • This Agreement shall constitute the complete agreement between Nexus IP and the Customer and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever shall be of no effect unless expressly incorporated herein. No variation of the conditions in this Agreement shall have effect unless expressly accepted in writing by a duly authorised officer of Nexus IP.
      • The Customer shall not rely upon any warranty (other than stated under Condition 13 hereof) or technical statements concerning the system, which is to be supplied under this Agreement except where such statements have been confirmed in writing, and signed by a duly authorised officer of Nexus IP and expressly incorporated herein. Nexus IP reserves the right to change the specifications and parameters of the System to be supplied insofar as such changes do not materially affect the operational performance of the System.
    3. NEXUS IP’S OBLIGATIONS

      • Nexus IP shall be responsible for the following:
        • To obtain, where there is a statutory requirement for Nexus IP to do so, technical approval from the designated regulatory authority for the System to be supplied and installed in accordance with the terms of this agreement except those items which are specified by the Customer for which Nexus IP has disclaimed such responsibility in writing.
        • To supply, install and commission the System detailed in this Agreement.
        • To fulfil the warranty obligations defined herein.
        • To enter, at Nexus IP’s discretion, into a maintenance agreement with the Customer upon the current Nexus IP’ terms and conditions for provision of maintenance services and at the rates then prevailing.
    4. CUSTOMER’S OBLIGATIONS

      • Nexus IP will at all times endeavour to liaise with and advise the Customer on all aspects of the installation programme. The Customer however, is responsible for undertaking and bearing the cost of the following unless otherwise agreed in writing by a duly authorised officer of Nexus IP
      • Technical Information:
        • The Customer is responsible for supplying Nexus IP when required with all necessary technical information regarding the Site at which the System is to be installed and the Customer’s operating requirements.
      • Preparation of The Site:
        • Before delivery is due to take place the Customer shall prepare the Site in accordance with the specifications stipulated by Nexus IP and the Network Operator, and any extra costs incurred as a result of failure to do so, including storage costs, shall be paid to Nexus IP by the Customer.
      • Provisions of Facilities:
        • The Customer will provide at its own expense scaffolding, unskilled labour, lifting gear, builders’ work, electric power, heating, lighting and ventilation, and where electrical supplies are required these shall be clean and stable and will be provided and maintained by the Customer at its own expense. Any cutting away and making good of floors, ceilings, ceiling tiles and panels, trenching, back filling, the supply and erection of poles and the provision of trunking or ducting shall not be supplied by Nexus IP unless expressly agreed in writing.
      • Access:
        • The Customer shall provide Nexus IP and Nexus IP’s authorised contractors with access to the Site at all reasonable times.
      • Wayleaves/Approvals:
        • The Customer shall obtain and pay for all necessary wayleaves and secure the approval of appropriate planning and other authorities as required.
      • Connection Approval:
        • Although the manufacturer will be responsible for securing BABT/BSI approval of the design of the System, the Customer shall obtain the Network Operator’s consent for connection of an approved System to the relevant networks (if required). It is the Customer’s responsibility to arrange for such connection to be made together with the provision of any test lines, as may be required and top pay any connection and PCI charge, and to comply with any conditions relating to the connection. Installation of the System under this Agreement does not include any such connection. No liability shall attach to Nexus IP if the Network Operator denies or withdraws connection facilities to an approved System.
      • Other Attachments:
        • Any other attachments to the System that are made by the Customer shall be at the Customer’s risk and the Customer shall be responsible for ensuring that they are suitable for use with the System and comply with the Network Operator’s regulations. The Customer shall not make attachments, which diminish performance or reliability of the System.
      • Self-Provision Licence (SPL) and the Telecommunications Services Licence (TSL):
        • The Customer is responsible for ensuring that the System will be used only in accordance with the terms and conditions of the Self-Provision Licence or the Telecommunications Services Licence, as appropriate, and as issued (from time to time) by the Secretary of State for Trade and Industry (or any special licence obtained by the Customer) and that only such private circuits are connected to the System as are permitted by such licence to be connected.
      • Where the provision of block or extension wiring is not included under this Agreement the Customer shall be responsible for ensuring that it is or is brought up to relevant BSI standards at its own expense and shall pay the cost of any acceptance tests carried out by Nexus IP in respect of it.
    5. VARIATIONS

      • Changes to the technical specification and configuration of the System requested by the Customer prior to delivery will only be effective if accepted in writing by a duly authorised officer of Nexus IP and expressly incorporated into the terms of this Agreement and their implementation will be subject to full agreement in writing having been reached on any consequential adjustment to the Contract Value and target dates.
    6. CONTRACT VALUE

      • The Contract Value shall, unless otherwise specified in this Agreement, be inclusive of:
        • Packing and delivery of the System to the Site.
        • Block wiring to the extent specified in this Agreement.
        • Installation where this forms part of this Agreement. o Training, to the extent specified in this Agreement.
        • One set of Documentation.
      • The Contract Value shall, unless otherwise specified in this Agreement, be exclusive of:
        • Value Added Tax or other government imposts.
        • All items denoted as Customer’s Obligations in Condition 4 of these Conditions.
    7. PAYMENT

      • Where Nexus IP is installing the System, payment of the Contract Value shall be due and payable without deduction, set off or counterclaim as follows:
        • 40% of the Contract Value with the order for the System; and
        • 40% of the Contract Value on commencement of delivery of the System to the Site; and
        • 20% of the Contract Value upon Ready for Service Date
      • Where Nexus IP is not installing the System, payment of the Contract Value shall be due and payable without deduction, set off or counterclaim in full prior to delivery of the System to the Site.
      • In the event that the Customer is unable to take delivery of the System upon the agreed delivery date, Nexus IP reserve the right to deliver the System into Nexus IP’s stores and the Customer shall be immediately liable to pay Nexus IP the Contract Value of the System (or the portion of it so delivered) as though delivery had been made to Site.
      • Nexus IP shall also be entitled to recover any reasonable additional costs incurred as a result of the Customer’s delay. Payments shall be made within thirty (30) days of the date of Nexus IP’s invoice and payment shall not be prevented by minor defects, which do not materially affect operational use, but Nexus IP shall remedy such minor defects within a reasonable time where it is Nexus IP’s responsibility to do so.
      • Where payments are not received within thirty (30) days of the date of Nexus IP’s invoice Nexus IP reserves the right to:
        • Suspend deliveries on this and any other order held with the Customer, its Parent Company, Subsidiaries or Associates. and/or
        • Recover such sums by deduction of monies otherwise due by Nexus IP to the Customer, its Parent Company, Subsidiaries or Associates. and/or
        • Charge interest at four per cent (4%) above Midland Bank base rate per month or part thereof on the unpaid sum for that period the sum remained properly due. and/or
        • Enter onto the Customer’s premises and recover the System delivered or installed. In such an event Nexus IP shall return any sums previously paid less sums reasonably incurred by it in the delivery, installation and recovery of the System, including depreciation in the System’s subsequent resale value.
    8. SYSTEM AND INSTALLATION SPECIFICATION

      • The System and installation specification shall be that which has been agreed upon in writing and expressly incorporated into this Agreement and any prior representations be they written or verbal shall be of no effect unless expressly incorporated herein. Where no such specification is detailed in this Agreement the System and installation details in Nexus IP’s quotation shall apply.
      • The illustrations and engravings in Nexus IP’s catalogue and data sheets are intended to display the general features of the System and in the information contained in such publications shall not form part of this Agreement.
      • All drawing, sketches and information provided by the Customer in relation to wiring and installation are contractual documents upon which Nexus IP has placed reliance. Any changes, errors or omissions to such drawings, sketches or information shall form a change to this Agreement with regards to which Nexus IP reserves the right to make additional charges, amend timescales or offer an alternative system, whichever is appropriate and suitable.
    9. RISK AND TITLE

      • Risk in the System shall pass from Nexus IP to the Customer upon delivery to the Site (or, in the event of instalment delivery to the Site, risk shall pass as and when each instalment is delivered to the Site) and the Customer shall indemnify Nexus IP against all risks in respect of the same and accept full responsibility to provide insurance cover at full replacement value.
      • For the purpose of this Condition the term System includes any item leased by Nexus IP for demonstration purposes.
      • Risk in all other equipment, such as tools and plant taken on to the Customer’s Site by Nexus IP for the purpose of this Agreement, shall pass to the Customer when brought onto the Site by Nexus IP (or its agents or sub-contractors) until such equipment is removed from the Site except in so far as any damage to such equipment is due to any act of negligence on the part of Nexus IP
      • Title to System hardware shall pass to the Customer only when Nexus IP has received full payment for the System hardware. However, title to System Software and the media on which it is embodied and copyright and other intellectual and industrial property right in System Software and in all data and information embodied in System hardware shall at all times remain with Nexus IP and its licensors.
    10. DELIVERY

      • The Contract Value includes packaging and delivery to the Site nominated by the Customer in this Agreement by any means at Nexus IP’s disposal.
      • Unless otherwise agreed in writing the System price comprised in the Contract Value is based upon the normal delivery timescale for the System. Where an extended delivery timescale is required by the Customer Nexus IP reserved the right to deliver to storage and claim payment accordingly.
      • Delivery will be recorded by a Nexus IP Delivery Note and the Customer or his nominated agent shall acknowledge receipt by countersigning a copy of the Delivery Note if appropriate
      • Where Nexus IP site personnel sign to acknowledge receipt of deliveries they do so as the Customer’s agent unless an agent is otherwise notified to Nexus IP by the Customer in writing prior to delivery. In this instance such personnel as are nominated by the Customer must be available to receive the System.
      • Nexus IP shall repair or at Nexus IP’s option replace free of charge any part of the System which is lost or damaged in transit, provided that Nexus IP is given written notification of such loss or damage within such times as will enable Nexus IP to comply with the carrier’s Conditions of Carriage or, where delivery is made by Nexus IP’s own transport, within five (5) working days after counter signature by the Customer or the Customer’s agent of the Delivery Note.
    11. INSTALLATION/READY FOR SERVICE

      • Where installation is included the Contract Value is based on the work being carried out during Nexus IP’s normal working hours and proceeding without hindrance to completion and may be increased if the Customer requests the work to be carried out at any other time or if the work is interrupted for reasons outside Nexus IP’s control. All ordinary cutting away is included but not making good or redecorating or work normally carried out by a specialist tradesman. Nexus IP or its contractors will install and commission the System and, within seven (7) days of Nexus IP giving notice of completion of installation, Nexus IP will carry out its standard installation tests to show that the System is Ready For Service.
      • The System shall be Ready For Service on completing such installation tests and on completion of the same the installation will be complete and the System accepted by the Customer. The Customer will then sign Nexus IP’s Completion Certificate. If Nexus IP is unable to proceed with the tests for reasons within the control of the Customer or the Customer’s other contractors, then the System shall be deemed accepted seven (7) days after Nexus IP’s notice of completion of installation.
      • If any part of the System fails to pass the installation tests they will be repeated within a reasonable time and on the same conditions.
      • The System will not be deemed to have failed the installation tests on account of minor failures that do not materially affect its operational use, but Nexus IP will be obliged to rectify such failures within a reasonable time.
      • Nexus IP will assist the Customer in arranging the Network Operator’s Pre-Connection Inspection (PCI) and be in attendance during PCI. This does not relieve the Customer from its obligations defined in Condition 4.
      • If the System is subject to testing by the Network Operator Nexus IP accepts no responsibility for the timely conduct of such tests, and final introduction into service will occur at a date to be agreed with the Network Operator.
      • Following PCI, Nexus IP will assist the Customer in arranging for the Network Operator to connect the System to the network. This does not relieve the Customer from his obligations under Condition 4.
      • Following connection to the Network the System will be brought into Service.
    12. SOFTWARE

      • The System Software is supplied under licence in object code form and current release state on suitable media together with a configuration manual. Source materials will not be supplied under any circumstances whatsoever.
      • Nexus IP grants the Customer non-exclusive licences to use the System Software solely with and for the operation of the System (and for no other purpose), for so long as the Customer wishes to use System Software for that purpose.
      • The Customer may not copy, modify or merge any part of the Systems Software, media or configuration manual, nor part with possession of the same not deal with them in any manner prejudicial to Nexus IP, without Nexus IP’s prior written consent. Any copies for which consent is given must reproduce the copyright notice of Nexus IP and its licensors.
      • The Customer undertakes to hold the Software and any associated manuals and/or documentation in strict confidence and not to make copies or make available or otherwise disclose them to any third party without the prior written consent of Nexus IP.
    13. WARRANTY

      • Nexus IP transfers any manufacturer’s warranty to the customer and the customer agrees it is the manufacturer that warrants that the System will be free from defects in materials and workmanship for a period of twelve (12) months after the Ready For Service Date, subject to the System being properly used for its designed purposes and to proper maintenance, in appropriate environment conditions.
      • Nexus IP will use all reasonable endeavours to assist the customer should they need to pursue the manufacturer during the twelve month period to repair (or at its sole option replace) defective items of Systems hardware and to correct defects in System Software, free of charge, where the defect arises as a result of faulty materials or workmanship but the manufacturer shall have the right to charge for repair, replacement or correction of defects due to any other cause.
      • Nexus IP will pass on to the Customer any warranty offered to Nexus IP by a third party manufacturer of equipment which is attached to the System.
      • Nexus IP shall have no liability to the Customer for any defects that occur outside the scope of this warranty.
      • The Customer acknowledges that the System Software cannot be tested in every possible permutation and accordingly Nexus IP does not warrant that System Software will be free of all defects or that its use will be uninterrupted.
      • The Customer assumes responsibility for ensuring that performance data equipment, Systems features and facilities stipulated by it are sufficient and suitable for the Customer’s purpose save in so far as its stipulations or orders are in accordance with Nexus IP’s written advice.
      • All other express or implied terms, conditions or warranties in respect of quality, fitness, use or conditions of the Systems are excluded.
    14. LIABILITY FOR DELAY

      • All target dates quoted on the face of this Agreement are subject to prompt receipt by Nexus IP in accordance with agreed timescales of all necessary information from the Customer to enable Nexus IP to put the work in hand. In respect of the target dates, time shall not be of the essence.
      • The completion date will be subject to extension if any incidence of delay is the result of the Customer’s instructions or lack of instruction, industrial dispute or any other cause beyond Nexus IP’s reasonable control.
      • If the Ready for Service Date of all or part of the System is delayed by more than two weeks for reasons other than industrial disputes or any other causes outside Nexus IP’s reasonable control, for each further complete week of delay there shall be deducted from the Contract Value one quarter of one per cent (0.25%) of the value of such portion or portions only of the System as cannot in consequence of the said failure be made Ready for Service. The amount so deducted shall not in any case exceed five per cent (5%) of the Contract Value. Such damages shall be in full and final satisfaction of all liability of Nexus IP to the Customer for all losses of whatsoever kind the Customer may have suffered as a result of Nexus IP’s delay.
    15. LIABILITY FOR ACCIDENTS AND DAMAGE

      • Nexus IP shall indemnify the Customer against damage to property (other than the System) and death or injury to person to the extent caused by the negligence of Nexus IP or its personnel, but not otherwise, provided that:
        • Nexus IP and its insurers are immediately notified of any claim and have full power to negotiate and settle any claims.
        • Nexus IP’s total liability for damage to property shall be limited to £1,000,000.
        • The Customer shall similarly indemnify Nexus IP and shall maintain or procure appropriate insurance for damage to Nexus IP’s property (to the same limit) to the extent caused by the negligence of the Customer or its personnel, agents or contractors.
    16. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHT

      • Nexus IP will indemnify the Customer against all actions, claims demands, proceedings, damages, charges and expenses arising from or incurred by reason of any infringement of third party United Kingdom patents, design or copyright as a consequence of the Customer’s use of the System subject to the Customer:
        • Promptly notifying Nexus IP of any allegation of infringement;
        • Making no prejudicial statement without Nexus IP’s consent;
        • Permitting Nexus IP to conduct and settle all negotiations and litigation.
      • Such indemnity shall not apply to any infringement due to the use of the System in combination with other equipment and/or software not supplied by Nexus IP, or which is due to Nexus IP’s having followed the Customer’s design or instructions, or which is due to the System being used in a manner or for a purpose not specified by or disclosed to Nexus IP prior to the date of execution of this Agreement.
      • If a claim of infringement is made or in Nexus IP’s opinion is likely to be made in respect of the System, Nexus IP shall have the right but not the obligation to procure for the Customer the right to continue using the System or to modify it in any way that it becomes non-infringing provided that the System remains capable of performing substantially the same functions as that originally supplied and the indemnity set out in Condition 15 shall not apply to the extent that Nexus IP exercises any such right.
    17. EXCLUSION AND LIMITATION OF LOSS

      • Except in the case of death or personal injury due to the negligence of Nexus IP or its subcontractors and liability of Nexus IP arising under Part 1 of the Consumer Protection Act 1987, Nexus IP shall not be liable for loss of contracts, profits, anticipated savings, revenue, business, data, software programs, use or fraudulent used of the System, or interruption In the use or availability of data, stoppage to other work or indirect or consequential loss, howsoever arising including from negligence, breach of contract and/or statutory duty before and after any termination of the Agreement.
      • Subject to the express exceptions set out in this Agreement Nexus IP’s liability howsoever arising including from negligence, breach of contract and/or statutory duty before and after termination of this Agreement shall in no event exceed the Contract Value.
    18. TERMINATION OF AGREEMENT

      • Without prejudice to other rights Nexus IP shall have the right forthwith to terminate this Agreement and claim any resulting losses or expenses if:
        • The Customer commits a breach of this or any other Agreement with Nexus IP and fails to remedy such breach within a reasonable time.
        • The Customer commits an act of bankruptcy, or compounds with its creditors, or a petition or receiving order in bankruptcy is presented or made against it; or a resolution or petition to wind up the Customer is passed or presented (otherwise than for reconstruction or amalgamation), or a receiver or manager is appointed, or the Customer is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts.
        • The Customer fails to enter into an appropriate third party leasing or financing arrangement.
    19. LEASING/FINANCE ARRANGEMENTS

      • Where the Customer has entered or will enter into third party leasing or financing arrangements this will not affect or invalidate the Terms and Conditions of this Agreement, save that title in the System (excluding software) shall pass to the third party finance provider only when Nexus IP has received full payment of the Contract Value.
      • Other than as described above the Terms and Conditions of this Agreement have precedence over the terms and conditions of any third party leasing or financing arrangement entered into by the Customer.
    20. FORCE MAJEURE

      • Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the affected party’s reasonable control.
    21. CONFIDENTIALITY

      • The Customer undertakes that, whether this Agreement continues in force or not, it will keep confidential all information communicated to it by Nexus IP and will not without the prior written consent of Nexus IP disclose the same to any third party.
    22. ASSIGNMENT

      • Nexus IP Nexus IP may assign or transfer this agreement to any other company. o Customer The Customer may only assign or transfer this Agreement with Nexus IP’s prior written agreement.
    23. VALIDITY

      • If any provision of this Agreement becomes invalid, illegal or unenforceable, the other provisions of this Agreement shall not be affected thereby.
    24. LAW

      • This Agreement shall in all respects be construed and operated as an English contract and in conformity with English Law.
      • The legal construction of these conditions shall not be affected by their headings.
      • Nexus IP and the Customer hereby irrevocably agree to submit to the exclusive jurisdiction of the English Courts.
    25. EFFECT

      • This Agreement becomes effective when signed by a duly authorised Nexus IP’s signatory. These conditions shall prevail over any others proposed by the Customer or implied by trade customer or practice. Nexus IP’s failure to object to any other terms and conditions shall not be deemed as a waiver of this condition.
    26. THIRD PARTIES

      • Third parties have no rights under the contracts (Rights of third Parties) Act 1999 or any amendments to or re-enactment of it to enforce any provision of this agreement.


  • Terms and Conditions for the Maintenance of a Telephone System

    Description of Service Level Agreements Available

    Hardware extended warranty on system, handsets and peripheral devices as agreed – excluding analogue handsets, music-on-hold, 3rd party voicemails and cabling

    Remote fault identification and resolve + Carrier/VoIP VPN liaison*

    Labour for on-site repairs/carrier/VoIP VPN fault liaison*

    Periodic system inspection and routine maintenance completed in working hours – either remotely or on site as agreed in the contract

    * For FREE carrier/VoIP VPN liaison on-site, traffic must continue to be routed via a Nexus IP business partner where we have a direct support relationship and not be routed via another supplier. This facilitates a relationship with the wholesale carrier who is routing your traffic that allows us to resolve issues expediently and reduces downtimes. If your traffic is routed via another provider then the level of service will be reduced to ‘Remote Fault Identification and Reporting’.

    Hours of Support

    • Hardware Cover: 8am – 5pm Monday to Friday (plus Out of Hours assistance at agreed rates)
    • Response times: Within 4 Client’s service hours of receiving the fault report

    Response Times

    • Defined as the time taken for a technical support operative to respond to a support query via either 1 of the following:
    • Support call to either the Client, Network carrier or 3rd party provider of services where applicable**
    • Remote Access where possible
    • Visit to site as required

    **3rd party applications will be subject to the manufacturer’s support limitations.

    Description of Service

    • Routine maintenance and periodic inspection shall be performed in accordance with Nexus’ current procedures and the manufacturer’s recommendations, as appropriate.
    • All faults on the system resulting from fair wear and tear shall be corrected in accordance with the appropriate cover level. Nexus IP shall use all reasonable endeavours to respond, including by remote means and by providing advice, within the time associated with the class of Service specified in the Main Schedule. Nexus IP shall provide a solution without unreasonable delay, by assisting the Client by providing advice, implementing remedial action through remote means, or arranging for a service engineer to visit site. Faults may be corrected by repair or, at Nexus IP’s option, replacement of all or part of the System with repaired equipment, delivered to the Client without a visit by a Nexus IP’s engineer if such equipment is suitable for installation by the Client.
    • Where replacement parts are provided by Nexus IP, the parts removed shall become the property of Nexus IP. Where the cause of equipment failure has been diagnosed as lightning damage, Nexus IP shall hold the faulty items in storage for a period of one week.
    • Where the cause of a problem with the System is proved to be a System software fault, Nexus will install a patch fix if available from the manufacturer or implement an avoidance procedure.
    • Nexus IP may, at any time, substitute a later release of System software which will incorporate corrections in lieu of patch fixes on earlier releases.   Later releases providing unchanged features and facilities shall be provided free of charge.
    • Any modifications or additions to the System necessary to provide compatibility with a later release of System software shall be undertaken by Nexus IP and a charge made based on the equipment supplied and the work completed. If reconfiguration of the System software is necessary to alter the operational parameters of the System a charge shall be made based on the reconfiguration, implementation and associated work.
    • Later releases of System software may create operational differences due to changes in the features and facilities available and Nexus IP shall use all reasonable endeavours to minimise such differences and to advise the Client of known differences prior to implementation. In no event shall Nexus IP be held responsible for operational difficulties caused by the integration of later releases of System software with third party supplied equipment.
    • Replacement System software is provided under a non-exclusive and non- transferable licence for use with the System and only for the purpose for which System software is supplied.
    • Nexus IP shall undertake the repair of wiring connected to the Call Routing Apparatus, and the repair or replacement of equipment relating to standby power supplies including rectifiers, batteries and uninterruptible power supplies (UPS) in accordance with the manufacturer’s recommendations as appropriate, at additional charge to the Client.
    • If so requested by the Client, Nexus IP shall provide service outside the Client’s Service hours at additional charge, either by continuing work beyond the Client’s Service hours or by commencing work outside such hours.
    • Where the Client requires Nexus IP to respond to a report relating to a fault, which is known not to be included in the Charge at the time of reporting, Nexus IP shall provide the service by way of arranged timescales mutually acceptable to both the Client and Nexus IP.
    • Clause 5 of the Terms & Conditions describes the exclusions from the Service. It is probable that Nexus IP is prepared to undertake the work at additional charge to the Client, based on Nexus IP’s rates applicable at the time of work, subject to the receipt of the Clients authorised purchase order.
    • In the event of a fault occurring, which cannot be attributed with certainty to the equipment comprising the System, the Client may report the fault to Nexus IP. If the fault proves not to be with the System Nexus IP reserves the right to make an additional charge for the work undertaken in response to the report (as specified in clause 5).
    • In order to ensure excellence in our delivery of the service, calls to Nexus IP Ltd may be recorded.

    Terms & Conditions

    1. Nexus IP’s Responsibilities & Warranty

      • Nexus IP shall provide the Service described and specified within this Agreement.
      • Nexus IP shall exercise all reasonable skill and care in the provision of the Service and shall comply with all regulatory requirements of a maintainer of Call Routing Apparatus.
      • Competent personnel shall provide the Service in a professional manner in accordance with best industry practice.
    2. Client’s Responsibilities

      • Ensuring that the environmental conditions at the site of the System comply with the requirements from time to time of Nexus IP, the Network Operator and any other approved authority.
      • Ensuring that Nexus IP engineers have full, free and timely access to the System and logbook.
      • Providing adequate working and storage space, and such other facilities as Nexus IP’s staff may reasonably require, and observing any common law or statutory requirements relating to health and safety at work.
      • Maintaining all records required by the Telecommunications Services Licence (TSL) or Self-Provision Licence (SPL) as issued from time to time by the Department of Trade and Industry, and making such records available to Nexus IP.
      • Indemnifying Nexus IP against any claims arising against Nexus IP due to the Client permitting the System to be altered, adjusted or interfered with by other than Nexus IP authorised engineers, or due to Nexus IP being unable to keep the System in good working order due to causes within the control of the Client.
      • Complying with all statutory requirements concerning the use of the System.
      • Obtaining and paying for all licences necessary for operation of the System.
      • Preventing anyone other than Nexus IP’s staff from altering, adjusting or otherwise interfering with the System or any equipment belonging to Nexus IP without Nexus IP’s prior written consent which shall not be withheld unreasonably.
      • Ensuring that all drawings, sketches and information supplied to Nexus IP upon which Nexus IP shall rely are sufficiently accurate and factual for Nexus IP purposes.
      • Maintaining all consents necessary for access, delivery, installation, sitting and maintenance of Disaster Recovery equipment, if applicable, and to provide, without charge, power and other facilities reasonably required by Nexus IP.
      • Ensuring that the network connection point is undamaged and accessible to Nexus IP and repairing any damage preventing the connection of Disaster Recovery equipment if applicable.
      • Providing Nexus IP with a documented shelf map and System software dump and advising Nexus IP of any changes thereto, and providing full network configuration information where the Service includes RADIX Service.
    3. Limitation of Liability

      • Save where expressly provided otherwise in this Agreement, Nexus IP’s aggregate annual liability under and or in connection with this Agreement and howsoever arising, shall be limited to the greater of £5,000 or the element of one year’s Charge applicable to the Site where and on the date that the liability arises.
      • Nexus IP’s liability for damage to the property of the Client arising from any cause whatsoever shall not exceed £1,000,000 in respect of one incident or £2,000,000 in respect of any series of incidents arising from a common cause in a twelve-month period.
      • Except in the case of death or personal injury due to Nexus IP’s negligence and any liability of Nexus IP arising under Part 1 of the Consumer Protection Act 1987, in no event shall Nexus IP be liable under or in connection with this Agreement, for any loss of contracts, profits, anticipated savings, revenue, business or use of the Hardware and or Software, loss of data or software programs, interruption in the use or availability of data, stoppage to other work, nor for any indirect or consequential losses arising from negligence, breach of contract and/or statutory duty.
      • Nexus IP shall not be liable for the fraudulent use of the System by the Client and/or third parties.
      • Nexus IP does not exclude or restrict liability for death or personal injury due to its negligence or liability arising under Part 1 of the Consumer Protection Act 1987.
      • Each provision of this clause shall survive independently and Nexus IP entire liability under and in connection with this Agreement is set out in this clause. All other terms implied by statute, law or customs are excluded.
      • Nexus IP shall not be liable for the failure to provide the Service if the failure results from any force majeure event (whether happening in the United Kingdom or elsewhere), such as, but not limited to, Act of God, refusal of licence or other Government act, fire, explosion, accident, lightning damage, electromagnetic interference, radio interference, industrial dispute, failure on the part of Nexus IP’s suppliers, or any cause beyond Nexus IP’s reasonable control.
      • Clause 3 shall apply before and after termination of this Agreement.
    4. Charges, Adjustment & Payment

      • The Charge for the Service, exclusive of VAT and such other UK taxes as may be payable on the supply of equipment and services from time to time, is specified in the Main Schedule. It is payable annually in advance and the time for payment shall be of the essence for this Agreement.
      • Nexus IP may adjust the Charge effective at any time following expiry of the first year of the Service, however, this shall not occur more frequently than once in any twelve month period. Adjustments shall not normally exceed the change in the Retail Price Index, (all items).
      • The Charge may be adjusted in the event that the cover level provided for the System is changed by agreement, or any changes are made to the requirements of the Network Operator affecting the provision of the Service, or revised software is installed in the System, or the software installed in the System is no longer a current release, or the System is extended by the addition of further hardware or software. In any such event, the Charge may be amended immediately in accordance with Nexus IP’s then current charges.
      • Any additional charge, for example, as a result of work described in clause 5, shall be payable in accordance the terms specified in the relevant Nexus IP invoice.
      • Should any sum due for payment be in arrears for fifteen days or more, Nexus IP shall be under no obligation to provide the Service, and any additional charges incurred as a result of the delay in carrying out the Service shall be paid by the Client.
      • Any payment due to Nexus IP under this Agreement which is fifteen days or more overdue shall bear interest on a day to day basis at the rate of 4% over the Base Lending Rate of the National Westminster Bank, from due date until the date payment is received, until and following any court judgment. Monies received may be applied by Nexus IP against such interest prior to application against other monies due from the Client.
    5. Costs Not Included In the Charge

      • Costs and causes of work for which costs are not included in the Charge for which Nexus IP reserves the right to make additional charge at its current rates:
        • In connection with equipment not Maintained or listed on the Main Schedule;
        • Any failure of line wiring connected to the Call Routing Apparatus (the work shall be undertaken at additional charge), or any failure of plain ordinary telephones (POT), non-propriety cordless handsets or headsets – unless otherwise detailed as maintained in the Main Schedule – Equipment Detail;
        • Lightning damage and damage caused by electromagnetic interference;
        • Accidental or deliberate damage, misuse, transportation, negligence or failure to observe Nexus IP’s recommendations or those of the Network Operator, other relevant authority; causes external to the System such as those resulting from any failure or fluctuation of the electricity supply or air conditioning; any defect or failure in the Public Telecommunications Network; any fault which is not the result of fair wear and tear;
        • Moves and changes required by the Client;
        • To meet a change in the requirements of the Network Operator or other relevant authority;
        • Replacement of consumable materials, including, but not limited to printer ribbons, paper and cassettes;
        • Loss of Client-generated software programs;
        • Responding to a fault report when the System proves not to be faulty, for example, where no fault exists or the fault is with the Network or equipment maintained by others;
        • Maintenance Acceptance Tests (MAT) which Nexus IP reserves the right to perform prior to accepting the System for maintenance, or Network Connection Procedures requested by the Client, or network operator’s charges relating to Disaster Recovery equipment;
        • Errors in information supplied by the Client upon which Nexus IP has placed reliance;
        • Repair or replacement necessary to allow use of Disaster recovery equipment unless caused by fair wear and tear in the normal course of a maintenance contract with Nexus IP;
        • Faults existing at the time of Service commencement except where covered by Nexus IP warranty;
        • Repair or replacement of equipment relating to standby power supplies including rectifiers, batteries and uninterruptible power supplies (UPS), such work to be undertaken at additional charge;
        • Work required other than due to fair wear or tear;
        • Work covered by this Agreement taking longer or attracting additional costs as a result of any of the causes in sub-clauses 5.1.1 to 5.1.15 inclusive.
    6. Term of Agreement, Default & Termination

      • This Agreement shall continue for the minimum term specified in the Main Schedule, even if the equipment is in anyway lost, stolen, damaged, not required or destroyed, which events will not frustrate this agreement, and shall renew automatically on an annual basis thereafter. Either party may terminate this Agreement on expiry of the minimum term or on expiry of any subsequent full year of service, subject to at least 42 days written notice to the other party. Any termination notice required to be given hereunder shall be sent by first-class recorded delivery post addressed to Nexus IP Limited.
      • If either party commits any material breach of this Agreement and fails to remedy it within 30 days of receiving written notice from the other party or shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver administrator or similar officer is appointed in respect of all or part of the business or assets or if a petition is presented or a meeting convened for the purpose of considering a resolution or other steps are taken for the winding up of the party or for the making of an administration order (otherwise than for the purpose of amalgamation or reconstruction) it shall constitute a repudiation by that party of its obligations under this Agreement, and at any time thereafter the other party may by written notice suspend performance of or terminate this Agreement.
      • If after seven years from the date on which the System was originally brought into service Nexus IP reasonably forms the opinion that the Service can no longer be provided economically, Nexus IP shall notify the Client of the options, which it considers are available. Should Nexus IP and the Client fail to agree on a course of action, Nexus IP shall be entitled to terminate the Agreement on 42 days written notice.
    7. Indemnity

      • The Client shall indemnify Nexus IP against all claims, losses, costs, expenses, damages, fees including legal costs, it may incur due to claims against it in connection with the Transfer of Undertaking (Protection of Employment) Regulations 1981, or any statutory or regulatory modification or replacement thereof, and this Agreement.
    8. General Conditions

      • This Agreement shall be governed by English Law and be subject to the jurisdiction of the English Courts.
      • If any provision of this Agreement is unenforceable, the other provisions of this Agreement shall remain in force.
      • This Agreement, together with any authorised variations attached hereto, comprises the entire Agreement between the parties.
      • No amendments to this Agreement shall be effective or binding unless they are in writing and signed by a duly authorised representative of Nexus IP.
      • Rights accrued at the date of any termination of this Agreement and rights intended by their nature to survive termination shall survive any such termination.
      • Failure by either party to enforce or exercise any right under this Agreement shall not amount to a waiver or bar to enforcement of that right.
      • Clause headings shall not affect legal interpretation of this Agreement.
      • The Client shall not assign or otherwise deal with its rights or obligations under this Agreement without the prior written consent of Nexus IP. Nexus IP shall have the right to assign, novate or delegate or otherwise deal with all or any of its rights and obligations upon notification to the Client.
      • Neither party shall disclose any information relating to this Agreement without the express consent of the other party whether this Agreement continues in force or not.
      • For the duration of this Agreement and for one year following its termination the Client shall not employ Nexus IP’s staff that have provided services to the Client under this Agreement.
      • These Terms & Conditions shall prevail over any proposed by the Client or implied by trade custom or practice.