Services Contract Terms & Conditions

DEFINITIONS. In this agreement the following terms shall have the following meanings:

`Services’ the service or services specified on the CSA which Logical Focus Ltd, t/a Logical Telecom (LT)(Logical) agree to provide for its customer.
`Customer’ the individual, company or organisation named on the CSA who agree to use the service or services of specified overleaf on the terms set out in this agreement or as notified by LT to the customer from time to time.
`Term’ this agreement shall come into full force and effect from the date of supply by LT and shall continue unless terminated by either party giving to the other not less than 1 months written notice after the contract minimum duration has expired for any other services included on this agreement or added to the monthly invoice from time to time with the customers consent.
`Customer Consent’ shall mean notification of service request from the customer by any of the following: official customer order, letter, fax, email, and verbal instructions will also be classed as consent once the invoice has been paid.
`Minimum Call Spend’ shall mean calls to a value in excess of £50 per invoice period (monthly) that the customer agrees to make using the services provided. Should this figure not be reached an invoice will be issued for this value.
“Toll Fraud” is the unauthorised use of a company’s phone system or telephone lines. It is usually an unknown person hacking into a phone system illegally enabling them to dial in and get transferred to any telephone number (usually overseas). This results in the customer receiving a potentially large phone bill. Also known as dial though PBX fraud.
“Toll Fraud Protection”: An Opt out service which is added to your monthly Rental to protect you against toll fraud.
“CSA” means Customer Service Agreement or any other document signed by the Customer
“Call Set Up Fee” – a single charge applicable to all connected landline calls

1. OBLIGATIONS OF LT

1.1. LT agrees to deliver the equipment described on the CSA and install the equipment at the customer’s premises (subject to clause 3.1).

1.2. LT will use its best endeavours to deliver and install the equipment on the agreed date. Any date specified shall not be a part of this agreement but an estimated date only. LT accepts no responsibility for failure to meet the agreed delivery and installation date.

1.3. LT or their appointed agents will carry out the work required to install the equipment during normal working hours. At the customers request LT may agree to install the equipment outside normal working hours in which case the customer shall pay LT reasonable charges for complying with such a request.

1.4. LT undertakes to take reasonable care in the installation, operation and maintenance of the services to the customer. Upon notification of a fault by the customer, LT undertakes to use its best endeavours during normal working hours to rectify such faults provided that the fault has arisen from normal and proper use of the equipment and services.

1.5. LT reserve the right to charge the customer for all cost incurred as a result of carrying out maintenance or repair work, which in LT reasonable opinion is considered unnecessary.

1.6. Logical may vary all or any of its charges by publishing of such variations in its Tariff Sheets. Such variances to have immediate effect under this Agreement unless otherwise stipulated therein. Logical may vary the conditions of this Agreement to take account of new Legislation, statutory instrument, Government Regulations or Licenses or similar matters provided that the Subscriber is notified of any such variances in writing or by publishing such variation at Logical’s principal place of business.

1.7. It is the policy of Logical to continually review the charges it makes, its service charter and terms upon which it contracts with Customers in order to maintain a competitive advantage over the other providers of similar service and Logical accordingly reserves the right to vary its process and tariffs as set out in its price list, its service charter and these terms from time to time in accordance with the policy.

1.8. Line Faults

Fault Report Response LT aim to respond to a fault report by a customer:
(a) for Level 1 / Standard Care, by 17:00 on the next working day;
(b) for Level 2.5 / Prompt Care, by 17:00 on the next working day;
(c) for Level 4 / Total Care, within 6 hours
Failure of the Service
LT will clear a Failure of the Service:
(a) If the Customer has Level 1 / Standard Care or Level 2.5 / Prompt Care, before midnight on the first working day following the working day the Customer reports the Failure of the Service to LT or on a later date agreed by both parties.
(b) If the Customer has Level 4 / Total Care, within 24 hours of the Customer reporting the Failure of the Service to LT or on a later date agreed by both parties.
Definitions:
Level 1/ Standard Care – The working hours for this service are 0800-1700 Mon – Fri excluding Public and Bank Holidays. Faults may nevertheless be reported 24/7. Where a fault is reported outside working hours for this service the fault will be treated as if it has been reported at the beginning of the next working day. Work will only be carried out during a normal working day.
Level 2.5/ Prompt Care – The working hours for this service are 0800-1700 Mon – Fri excluding Public and Bank Holidays. Faults may nevertheless be reported 24/7. Where a fault is reported outside working hours for this service the fault will be treated as if it has been reported at the beginning of the next working day. Work will only be carried out during a normal working day. If the fault is not cleared within the time-scales set out in Fault Report Response times above during this period LT will advise the Customer’s nominated contact of the progress being made to clear the fault. Where LT personnel are working on a fault at the end of the normal working day for this service it may be possible for work to continue at the Customers request however there may be an additional charge.
Level 4/Total care – This service operates 24/7 including Public and bank holidays. LT will respond within 4 hours of receipt of a fault. If the fault is not cleared within the time-scales set out in Fault Response Times above LT will advise the Customers nominated contact of the progress being made to clear the fault. Site Assurance – enables end users to have their calls re routed to an alternative site if their normal site becomes unusable for any reason.

1.9 SIP SLA’s

Fault Report Response LT aim to respond to a fault report by a customer:

(a) Priority 1/ Critical Fault – Loss of Service – Multiple resellers/services affected / 4 clock hours to resolve

(b) Priority 2/High – Loss of Service – single reseller or service/ 8 clock hours to resolve

(c) Priority 3/Medium – Disrupted service – multiple or single reseller or service/ 3 working days to resolve

(d) Priority 4/Low – single number destinations/QOS/ 7 working days to resolve

 

2. THE CUSTOMER OBLIGATIONS

2.1. The customer shall be responsible for the safe custody and for the safe and proper use of the service and related equipment as described overleaf following installation of the service by LT.

2.2. The customer shall notify LT immediately of any loss or damage to the equipment and shall indemnify LT for any such loss or damage.

2.3. The customer shall permit LT or any person authorised by LT to have reasonable access to the customers premises and service connection points and provide such reasonable assistance as requested by LT to enable them to carry out their obligations under this agreement.

2.4. Any equipment (unless specifically purchased or provided by the customer) shall remain the property of LT at all times.

2.5. Any charges incurred by the customer in connection with the re-programming of existing equipment either to commence using the services of LT or after termination of service under this agreement shall be borne by the customer alone.

3. PAYMENT

3.1. LT shall be entitled to charge an agreed fee for the installation of the equipment.

3.2. LT shall be entitled to levy an agreed monthly rental fee for the equipment owned by LT.

3.3. LT reserves the right to vary any specified monthly rental fee or the required Minimum Call Spend from time to time provided that the customer is notified in writing at least one month prior to any variation taking effect.

3.4. LT shall charge for services in accordance with their current tariff LT reserve the right to vary such tariff from time to time provided that the customer shall be notified in writing at least one month in advance of any variation taking effect.

3.5. All prices quoted or displayed on a tariff sheet are subject to VAT at the prevailing rate.

3.6. LT will invoice the customer monthly for all charges due under this agreement. Payments of invoice will be collected by Direct Debit Mandate 14 days from invoice date, unless specific differing payment terms are agreed and authorised in writing by a director of LT

3.7. Charges for non-Direct Debit is £2.50 + VAT per line per month until a Direct Debit form is fully completed and received by Logical or of the duration of the Agreement.

3.8. Should the Direct Debit fail and it is deemed to be the Customer’s responsibility, a charge of £10 + 2% of the invoices value will be charged.

3.9. A 4% surcharge, based on the invoice value, is charged for any credit card payment.

3.10. LT reserve the right to charge daily interest on amounts outstanding 14 days after invoice until payment is received at a rate of 6% above the Bank of England base rate from time to time in force whether before of after judgement.

3.11. All sums due under this agreement shall be paid in full without any offset whatsoever.

3.12. All charges payable under this agreement shall be calculated by reference to data recorded or logged by LT and not that of the customers.

3.13 “Free” calls on Hosted telephony products and/or SiP trunks relate to 01,02,03 and mobile destinations. * Zero Billed calls apply to Geographic numbers only (i.e. 08xx is not free); and excludes Call Diverts which will be billed at normal rates’.**All calls terminating from a standard SIP Endpoint to a UK fixed geographic number (01 and 02) or to a number starting 03, will be zero rated and no charge applied.

This pricing will be subject to the following conditions, applied against the channels related to an endpoint: The total number of calls per channel from an endpoint shall not exceed 5,000 minutes per month to 01/02/03 terminations (2000 for hosted products).  Any SIP Trunks endpoints or Hosted service that exceed this aggregate amount will be subject to a per minute price for the total volume of calls generated from that endpoint, and this will be charged at the agreed ppm rate from the contract signed.  In addition calls to numbers beginning 03 shall not exceed 15% of the total calls on that channel. <em>For example; 10 channels will have an allowance of 10 x 5000 = 50,000/month to 01/02/03 terminations. If that endpoint generated 50,001 minutes in a single month, then all 50,001 minutes would be subject to the per minute price for that month. </em>

The total number of mobile calls per channel from an endpoint shall not exceed 2,000 minutes per month to UK mobile. Any endpoints that exceed this aggregate amount will not receive any discounting and all minutes be subject to a per minute price from your existing calls tariff. Customers will be billed their current channel rental charges for each month up to the end of the term if they cease an endpoint within the 3 year term.

3.14 “Call Set Up Fee” – A one off charge per connected call originating from a fixed UK landline of £0.005 per call. The charge does not apply to Hosted Telephony or SiP trunk inclusive calls.

3.15 “Toll Fraud Protection”

(a) Each line rental / channel, SIP or Hosted equivalent taken by the customer shall be covered by an additional charge to cover the customer in the event of fraudulent call activity.

(b) The supplier is not liable should the customer “opt out” of the service.

(c) Where the customer suspects fraudulent call activity, the customer should complete a Toll Fraud Claim form, whereby the matter will be investigated and a decision made as to whether a claim will be paid. (subject to clause 3.16)

(d) Any claim is subject to an excess of £200 and a maximum value of £5000 per incident

(e) Claims may be rejected where the customer has not taken relevant steps to secure their PBX and Hosted system or ignored advice given to them by their system maintainer. (see clause 12.11 – Unauthorised Usage).

(f) These terms are subject to section 9 – Limitation of liability

(g) Toll Fraud Protection is charged at £1.75 per line / per channel / per SIP trunk.

(h) Where Logical Telecom do not provide rentals (as described in section 1.1 Definitions, we will not be able to provide Toll Fraud protection, the customer will therefore not be included in the scheme and will not be billed for Toll Fraud Protection.

(i) Payment for Toll Fraud Protection must be paid within the same payment terms as the invoice submitted (see section 6 – Charges & Payment) late payment will invalidate any cover.

3.16       Unauthorised Usage

(a)The Customer will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party or fraudulent use (by any means)

(b) The Customer will be responsible for preventing unauthorised use of the Services, maintaining the security of all systems (including setting so called easy passwords such as 1234, 0000,1111,2580,1379,9876 etc. which may be easily hacked. Network elements and equipment within its (or its employees’, agents’ or contractors’) control; and

maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment. The Customer agrees that they will (or will procure that appropriately qualified third parties

will) put in place and comply at all times with the following non exhaustive list of security measures; Keeping strong passwords, regularly updating them and following any other reasonable directions from the communications provider.

The Customer will notify the Supplier immediately of any illegal, fraudulent or unauthorised use of the

Services if they are made aware. On receipt of such a notice, the Supplier shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party

The Supplier will be entitled to suspend or terminate the provision of the Services. The Supplier will lift its suspension or recommence its provision of the Services within a reasonable timescale.

3.17 Logical reserves the right to claim back the discounts provided if the number of channels on an endpoint reduces to less than 50% of the maximum number of channels on that endpoint over the term. <em>For example; 10 channels will have an allowance of 10 x 2000 = 20,000/month to UK mobile terminations. If that endpoint generated more than 20,000 minutes in a single month, then all minutes would be charged.</em>

3.18. Any dispute much be registered with LT within 5 working days of the date of invoice otherwise payment in full is due on the due date.

4. SUSPENSION OF SERVICE/TERMINATION

4.1. LT reserves the right to suspend forthwith the provision of services until further notice without liability to the customer on notifying the customer either orally or in writing in the event that:

4.1.1. The customer is in breach of any material term of this agreement or

4.1.2. LT is obliged to comply with an order of any relevant authority to suspend services.

4.2. The customer shall reimburse LT for all reasonable costs and expenses by the implementation of such suspension and/or the provision of the service as appropriate. This shall not apply where the suspension is implemented otherwise than as a consequence of breach, fault or omission of the customer.

4.3. Either party may terminate this agreement forthwith in the event that an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for bankruptcy order is made against the other party or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or a voluntary agreement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the other party’s assets or undertakings or a winding up resolution or petition is passed or presented (other than for the purposes of reconstruction or amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver, or administrator or to present a winding up petition or make a winding up order.

4.4. You may end this agreement in the following ways:

4.4.1. You can end the agreement during your Minimum Term by giving notice at least 90 days before the date you want to end the agreement. However, you must pay us all outstanding charges, plus a Cancellation Fee, calculated at time of notice.

4.4.2. On 90 days’ notice, outside the Minimum Term. You can end the agreement if your agreement does not contain a Minimum Term, or if you want to end the agreement at the end of your Minimum Term or any time after your Minimum Term has expired, provided you give notice to Customer Services at least 90 days before the date you want to end the agreement. A cancellation fee of £40 will apply to all ADSL, and £60 to all FTTC service terminations irrespective of notice given.

4.4.3. Within three months of a detrimental variation to your agreement. You can end the agreement within three months of us telling you about a variation to your agreement which is likely to be of detriment to you. You must give written notice and your agreement will finish at the end of the period once we receive your notice.

4.5. We may end this agreement in the following ways:

4.5.1. On 30 days’ notice, outside the Minimum Term. If your agreement does not have a Minimum Term, or the Minimum Term has expired, we can end this agreement by giving at least 30 days’ notice of ending the agreement.

4.5.2. Because of your conduct.

In the following cases, we may end this agreement immediately and you have to pay all the Charges you owe up until we disconnect you:
4.5.2.1 We have the right to Suspend your Services on any of the grounds in Section 4.1 and we believe that the grounds are serious and have not been, or are unlikely to be rectified.

4.5.2.2 If you have persistently failed to pay monies properly due to Logical under this Agreement.

4.5.2.3 In the event of your bankruptcy, insolvency or death.

4.5.3. Once connected, you can only end this agreement in the ways set out in this Section. However, if you are a consumer, any statutory rights which you may have, which cannot be excluded or limited, will not be affected by this section. For more information on your statutory rights, contact your local authority Trading Standards Department or Citizen’s Advice Bureau.

4.6. Upon termination the customer acknowledges that it shall have no licence, right, title or interest to any Non Geographic numbers or lines or services provided by LT.

4.7. Effect of this agreement ending

4.7.1. If this agreement ends, we will close the account and Disconnect all Services including emergency calls.

4.7.2. You must immediately pay all Charges owed up to the date the agreement ends. If we end the agreement due to your conduct or if you end your agreement within the Minimum Term, the Charges will include a Cancellation Fee.

5. LIABILITY

5.1. Nothing in this agreement shall exclude or restrict LT’s liability for death or personal injury resulting from the negligence of LT or of its employees whilst acting in the course of their employment.

5.2. LT shall not be liable to the customer in contract, tort or otherwise, including liability for negligence, for any loss of revenue, business, anticipated savings or profit or any indirect or consequential loss however arising.

5.3. In the event that a customer diverts its traffic to another carrier, LT shall not be liable for any charges incurred.

5.4. LT shall not be obliged to make good the customers premises in the event of removal of equipment.

5.5. Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought lightening or fire, strike, lock out, trade dispute or labour disturbances, any other act or omission of Government, highways authorities, other public telecommunications operators or other competent authority, production or supply or services by third parties.

6. GENERAL

6.1. The customers shall not assign any rights or obligations under this agreement without prior written consent of LT. Such consent shall not be unreasonably withheld.

6.2. The customer and LT acknowledge that this agreement represents the whole agreement between the parties and that neither party has relied upon any oral or written representations made to it by the other or its employees or agents and has made its own investigations into all matter relevant to it.

6.3. Any notice invoice or other document which may be given to either party made under this agreement shall be deemed to have been given if left at or sent by post or facsimile transmission (confirming the same by post) to an address notified by either party in writing as an address to which notices or other documents may be sent.

6.4. LT’s address for the service of any notice hereunder shall be such an address as appears on the last invoice rendered to the customer or such other address as may be prescribed by LT for that purpose.

6.5. Headings contained in this agreement are for reference purposes only and should not be deemed to be any indication of the meaning of the clause to which they relate.

6.6. This agreement shall be governed and constructed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English Courts.

6.7. Logical reserve the right to activate the telephone numbers detailed overleaf on CPS (carrier Pre Select). This means that BT will be notified on the customers behalf to route all calls via a nominated carrier from the local BT exchange.
6.8. Notices
6.8.1. Any notice or other communication required or permitted under this Agreement to be given in writing to the address of the recipient stipulated therein or as notified from time to time and will be deemed to have been given or made when delivered personally if properly addressed and posted by first class mail in England within two business days of posting and/or if sent by facsimile upon being sent or if sent by e-mail or other electronic means upon such communication being acknowledged has having been received.
6.8.2. Notices given to Logical will only be accepted in writing to Logical’s registered address or by email to cease@logicaltelecom.co.uk.
6.9. You confirm that you have full contractual capacity to agree to the agreement.

Logical Focus Ltd t/a Logical Telecom, Oak House, Oak Mills, Topcliffe Lane, Morley, Leeds. LS27 0HL Tel: 03448 112200

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