September 2024
Agreement For the Provision of IP Telephony, Hosted Services, Connectivity and Calls
The Customer’s attention is particularly drawn to the provisions of clause 12.2
Definitions “Additional Services” means the additional services available pursuant to term 7
“Agreement” means this Hosted VOIP Service Agreement
“Call” means a signal message or communication which can be silent visual (including text) or spoken
“Charges” has the meaning given to it in term 11.1
“Commencement Date” is the agreed Installation Date or the date We start the provision of the Services (whichever is the later) “Consumer Protection List” means any of the lists compiled and published from time to time by Ofcom of persons that have caused serious or repeated harm to consumers together with any such persons who are under assessment
“Connected” has the meaning given to it in section 249 of the Insolvency Act 1986
“Equipment” means the supplied handsets
“Extended Term” means any 12-month extension to the duration of this Agreement pursuant to term 12.3
“Fair Usage Cap” means 5000 minutes to UK landlines and 2000 minutes per month to UK mobiles per SIP Channel “Minimum Term” means sixty months from the Commencement Date, unless otherwise stated within charges section “Particulars” means the details of the Services to be provided as set out in the Schedule earlier in this Agreement
“Services” means the provision of voice over internet protocol (VOIP) services (together with any Additional Services) as set out in the Particulars and the service provision information issued by Us from time to time.
“SIP Channels” means the number of concurrent inbound / outbound calls the system is capable of
“Support Address” means the address(es) set out in the Particulars where the Equipment is to be installed or any other address to which the Equipment is moved in accordance with this Agreement
“Support Rates” means Our standard hourly / half daily / daily rates
“Term” means the period from the Commencement Date until this Agreement is terminated in accordance with its terms
“Total Installation Charges” is the amount payable by You on the Commencement Date “Total Monthly Rental” is the monthly amount payable by You for the Term of this Agreement “Users” means the number of users authorised to make use of the Services
“We”“Us” or “Our” means Fusion-Unified Ltd
“Website” means www.fusion-unified.com
“You” or “Your” means the customer named earlier in this Agreement
“Your Network” means on the premises hardware and other equipment upon which the telephone system is reliant
2. Provision of Equipment and Services
2.1 During the Term of this Agreement We will:
2.1.1 provide the Services with reasonable skill and care;
2.1.2 supply and install the agreed quantities of Equipment on the Installation Date;
2.1.3 provide operator training and system administrator training on the Installation Date or any other date agreed between You and Us. Training will be limited to a maximum of 30 minutes per handset plus 60 minutes for administrator training;
2.1.4 provide ongoing support for the Equipment between 8.30hrs and 17.30hrs Monday to Friday excluding public holidays;
2.1.5 rectify any faults or issues with the Equipment either remotely or on-site at Our option to ensure the system is available; or 2.1.6 remove the Equipment upon expiry of the Agreement.
2.2 We are entitled to:
2.2.1 change the technical specification of the Services where it is necessary for operational reasons statutory or regulatory requirements or as a result of any change in the technical specification of services provided to Us by Our suppliers;
2.2.2 give You instructions (which You shall comply with) which We believe are necessary for health and safety reasons or for maintaining the quality of the Services;
2.2.3 without notice to You make reasonable alterations to any Services to meet Our operational requirements. Such alterations may result in disruption to the Services although We will use reasonable endeavours to minimise any disruption to You and We will give You as much notice as possible (having regard to the availability of information and administrative resources);
2.2.4 record any or all calls to Us to monitor the quality of Our services or for training purposes; or
2.2.5 refuse any order for the Services at Our sole discretion.
2.3 Where You have placed an order to transfer away from your existing electronic communications service provider You agree to the termination of Your contract with Your existing provider and by signing this Agreement You consent to such termination.
Registered in England and Wales Company Number 15700787
2.4 We do not warrant that the Services will be fault free or free of interruptions. We will not be liable for any failure to provide the Services provided We use reasonable endeavours to provide such Services with reasonable skill and care.
2.5 You acknowledge that the Equipment is and remains Our property and is provided free of charge for the duration of the Agreement. It is Your responsibility to adequately insure the Equipment against any loss including total loss from all risks including third party risks. The amount required for insurance purposes must be at least the full cost of replacing the Equipment on an old for new basis. Any replacement Equipment provided as a result of an insurance claim will belong to Us.
3. Suspension of Services
Without prejudice to any other rights, We may suspend the provision of the Services and the performance of Our obligations under the Agreement (and such suspension shall not be deemed a repudiation of this Agreement) if:
3.1 We are obliged to do so in order to comply with an order instruction or request of Government an emergency services organisation any order of any court tribunal or other competent administrative or regulator body including without limitation OFCOM and PhonepayPlus:
3.2 We become aware of or hold a reasonable suspicion that a fraud or serious illegal misuse may have taken place:
3.3 We or Our suppliers need to carry out work upgrading or maintaining the underlying network;
3.4 You do not pay any sum due and owing to Us at any time;
3.5 the Equipment or the Services is used in a manner which breaches Your obligations under terms 4 to 6;
3.6 You are in breach of any material term of this Agreement; or 3.7 for operational reasons or in case of emergency.
4. Technical Obligations
You agree to:
4.1 prepare Your Network in accordance with Our reasonable instructions;
4.2 make available a suitable place and conditions for the Equipment;
4.3 provide power and connection points without charge for the Equipment;
4.4 obtain all necessary consents for the installation of the Equipment;
4.5 only use the Equipment in accordance with the manufacturers operating guidelines and specifications;
4.6 promptly notify Us of all material faults or issues with Your Network or the Equipment;
4.7 allow Us and people authorised by Us access to the Supported Address for the purpose of installation maintenance fault prevention and fault rectification;
4.8 notify Us in advance of any planned Equipment moves from the Supported Address and / or any intended changes to the Equipment or the way it is used;
4.9 appoint a system administrator who will be responsible for the operations and functionality of the system;
4.10 ensure the system administrator is available as required to act as a point of contact and to assist Us with the rectification of faults or issues; 4.11 allow Us and people authorised by Us access to Your IT department / IT provider who will assist Us with the rectification of faults or issues if the cause is within Your Network;
4.12 ensure all internal cabling infrastructure is fit for purpose for any system requirements;
4.13 ensure Your broadband / leased line is functioning and has sufficient bandwidth to handle the volume of concurrent calls You make; or
4.14 provide any other information or do such other things as We may reasonably require to allow Us or assist Us to perform Our obligations under this Agreement.
5. Security Obligations
5.1 During this Agreement You must:
5.1.1 promptly notify Us of any security breaches or unauthorised access to Your Network or the Equipment
5.1.2 take all reasonable steps to secure Your Network so as to prevent unauthorised access to the SIP Channels
5.1.3 ensure that both usernames and passwords allowing access to Your Network are kept strictly confidential and inaccessible to third parties;
5.1.4 ensure that all passwords permitting access to Your Network are alphanumeric (requiring at least one letter and one number) with a minimum of 8 characters;
5.1.5 comply with all legislation regulations and codes of practice applicable to You;
5.1.6 only use the Equipment in good faith in the ordinary course of the operation of Your organisation.
5.2 Nothing in these terms shall be interpreted as implying that compliance with the obligations set out at term 5.1 above in any way limits Your liability under this Agreement in the event of any security breach or unauthorised access to Your Network or the Equipment.
5.3 If at the time of any security breach or unauthorised access to Your Network or the Equipment You are in breach of term 5.1 it shall be presumed in the absence of evidence (on the balance of probabilities) to the contrary that such security breach or unauthorised access to Your Network or the Equipment was caused by Your failure to comply with term 5.1.
6. Usage Obligations
During this Agreement You agree to comply at all times with our VOIP Usage Obligations and You agree that such VOIP Usage Obligations are incorporated into this agreement.
7. Additional Services
7.1 The Additional Services set out in this term may be made available to You upon request.
7.2 The Additional Services are: line rental services; broadband services; hosting service, maintenance & support services
7.3 All Additional Services are subject to the terms and conditions set out in the attached Schedule. You acknowledge that We will not supply any Additional Services unless and until the terms and conditions in the attached Schedule have been fully executed.
Registered in England and Wales Company Number 15700787
8. VAT
All amounts stated as payable under this Agreement are exclusive of VAT. All sums due under this Agreement shall be paid together with the addition of any VAT properly chargeable on the supply or supplies to which they relate.
9. Limitations
We are not liable to You under this Agreement in contract tort or otherwise for:
9.1 any loss (whether direct or indirect) of profit revenue business opportunity or goodwill;
9.2 any indirect or consequential loss or damage howsoever arising; or
9.3 any claim made against You by any third party;
9.4 any delay in the provision of the Services where such delay is due to an act or omission by You;
9.5 any faults in the Equipment arising as a result of misuse or wilful damage to the Equipment or Your failure to comply with the manufacturer’s operating guidelines and specifications;
9.6 any faults in the Equipment arising as a result of Your failure to adequately insure the Equipment against any loss including total loss from all risks including third party risks; or
9.7 any loss or damage arising as a result of Your failure to prepare Your Network in accordance with Our reasonable instructions or Your failure to make Your Network available to Us or Our authorised contractors in accordance with the provisions of this Agreement.
9.8 Our total liability to You under this Agreement in contract tort or otherwise is limited to the Total Installation Cost and one years’ worth of Total Monthly Costs or £5,000 whichever is the greater.
Nothing in this Agreement limits Our liability for death or personal injury arising from Our negligence.
10. Confidentiality
10.1 Neither party shall use copy adapt alter disclose or part with possession of any information or data of any kind which is disclosed to it by the other party and which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under this Agreement provided that this restriction does not apply to information which:
10.1.1 was already in the recipient’s unrestricted possession prior to its disclosure by the other party;
10.1.2 is already in the public domain or becomes so at a future date
(otherwise than as a result of a breach of this term 10);
10.1.3 is trivial or obvious; or
10.1.4 is required to be disclosed by a competent court tribunal or administrative or regulatory body.
10.2 All media releases public announcements and public disclosures by either party relating to this Agreement or its subject matter (including promotional or marketing material) shall be coordinated with and approved in writing by the other party prior to release.
10.3 Both parties shall ensure that their employees agents and sub-contractors comply with this term 10.
10.4 This term 10 survives termination of this Agreement.
11. Payment Obligations
11.1 In consideration of the provision of the Services You agree to pay the Charges in accordance with the terms of this Agreement. The Charges consist of the Total Installation Cost and the Total Monthly Cost together with any charges for Additional Services.
11.2 The Total Installation Cost is payable on the Commencement Date.
11.3 The Total Monthly Cost is payable by direct debit on the first business day of each month for the Term of this Agreement. You are required to submit your banking details via the QR Code or hyperlink on or before the Commencement Date. You authorise Us to pass such information to Your bank as is necessary to give effect to Your payment obligations.
11.4 Time is of the essence in respect of Your payment obligations under this Agreement.
11.5 If any sum due and owing to Us under this Agreement is not paid when due interest will accrue on such sum on a daily basis from the due date until the date of payment at the rate of 4% per annum above the base rate of The Bank of England. Such interest will be payable on demand.
11.6 You may not withhold payment of any amount due to Us under this Agreement by reason of any disputed claim for defective Equipment or any other alleged breach of this Agreement by Us nor will You be entitled to set off any amount due to Us against any amount We may owe to You under this Agreement or any other agreement.
11.7 If any sum due and owing to Us is not paid when due or You are in material breach of this Agreement or You become Insolvent then all sums due and owing to Us under this Agreement will immediately become payable (if not already due) and We may immediately suspend the Services pursuant to term 3.
We may also require You to provide a deposit or some other form of security prior to reinstating the Services or providing any further Services.
11.8 Upon termination of this Agreement all sums due and owing to Us will become payable immediately and We will take a final payment of all amounts due to Us by direct debit within 3 days of termination of this Agreement. We will refund any such payment if it subsequently becomes apparent that any amounts were paid in error.
Registered in England and Wales Company Number 15700787
12. Termination
12.1 This Agreement will terminate at the end of the Term.
12.2 Either party may terminate this Agreement by giving not less than 90 days written notice to the other to expire prior to the end of the Minimum Term or any Extended Term.
12.3 This Agreement will automatically renew at the end of the Minimum Term and any Extended Term unless written notice to terminate is served by either party in accordance with term 12.2.
12.4 Either party may terminate this Agreement with immediate effect by giving written notice to the other if:
12.4.1 the other party commits a material breach of this Agreement and fails to remedy such breach (where capable of remedy) within 14 days of written notice from the other party specifying the breach and requiring the same to be remedied; or
12.4.2 the other party becomes Insolvent.
12.5 We may terminate this Agreement with immediate effect by giving written notice to You if:
12.5.1 You are in breach of term 4 5 or 6;
12.5.2 You commit any repeated breach or persistent breaches of this Agreement or behave in a way that in Our reasonable opinion constitutes abuse of the Services; or
12.5.3 You use the Equipment or the Services in a way that in Our reasonable opinion is fraudulent or illegal.
12.6 Upon termination of this Agreement You must immediately cease to use the Services and You must immediately allow Us or people authorised by Us access to the Supported Address to recover the Equipment. If We are unable to recover the Equipment (or any part of the Equipment) within 3 days of termination of this Agreement, then You must pay Us the full cost of replacing the Equipment on an old for new basis.
13. Limitations and Exclusions of Liability
13.1 This clause 13 sets out the Supplier’s entire liability (including any liability for acts or omissions of the Supplier’s employees, agents or subcontractors) to the Customer in tort, contract or otherwise arising in connection with the performance, non-performance or contemplated performance of this Agreement. Except as set out in this Agreement, the Supplier provides no warranties, conditions, or guarantees as to the description or quality of the Equipment and/ or the Services, and all warranties, conditions or guarantees implied by or expressed to be incorporated as a result of custom and practice, statue, common law or otherwise are hereby expressly excluded so far as permitted by law. The Supplier’s duty in performing any obligations under this Agreement is only to exercise reasonable care and skill of a reasonably competent communications provider.
13.2 Subject to clause 13.4, the Suppliers entire liability for non-fraudulent representation, or implied warranty, condition or other term, or under any at common law, or in tort (including negligence) or under the express terms of this Agreement shall not in the aggregate, in any period of 12 months, exceed the charges paid in respect of that 12 month period. If for any reason this limit of liability shall be found to be unlawful or invalid by a court of competent jurisdiction, the Suppliers entire liability as referred to in this clause shall not exceed £1,000,000 (one million pounds sterling) for any one incident or series of related incidents and £2,000,000 (two million pounds sterling) in aggregate during the term of this Agreement.
13.3 Notwithstanding anything to the contrary in this Agreement, but subject to clause 13.4, the Supplier shall not be liable to the Customer under the express terms of this Agreement or by reason of any fraudulent representation, or implied warranty, condition or other term, or any duty at common law, or any tort, for any loss of profits, or revenue loss of income or business, loss of goodwill or reputation, loss of anticipated savings, loss of data, loss of use, or damages, loss or expenses payable by the Customer to any third party or any indirect or consequential or special loss or damage whatsoever and howsoever caused.
13.5 The Supplier does not exclude or restrict liability for death or personal injury resulting from its own negligence or for fraudulent misrepresentation.
13.6 Each of the Supplier and the Customer acknowledges that it considers the provisions of this clause 13 to be reasonable taking account of the terms of this Agreement (including the Charges) and its ability to insure against losses which may arise from any breach by the other party of its obligations under this Agreement.
13.7 The Customer agrees that any remedy which it may have should the Supplier breach any of its obligations under this Agreement, or should the Equipment be defective, will be limited to damages in a direct personal action against the Supplier (but not the Funder) and shall neither entitle the Customer to terminate this Agreement nor avoid the Customer’s continuing obligation to pay any sums due to any Funder under clause 5.
13.8 The provisions of this clause 8 shall survive termination or expiry of the Agreement.
14. Circumstances Beyond Reasonable Control
14.1 The Supplier shall have no liability to the Customer, and shall not be deemed to be in breach of this Agreement, as consequence of any of the following events:
14.1.1 flood, storm, severe weather conditions or other natural event; 14.1.2 war, terrorist action, hostilities, revolution, riot or civil disorder;
14.1.3 any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment or materials (including any computer hardware or software or any records);
14.1.4 the introduction of, or any amendment to, a law or regulation, or any change in its interpretation or application by any authority;
14.1.5 any strike, lockout or other industrial action;
Registered in England and Wales Company Number 15700787
14.1.6 any obstruction of any public or private highway or road or any event which prevents or obstructs access to the Sites;
14.1.7 any breach of contract or default by, or insolvency of, a third party (including an agent or sub-contractor); or
14.1.8 any other event outside the Supplier’s reasonable control, whether similar or not to any of the foregoing.
14.2 The Customer must continue to pay Rentals to the Supplier in accordance with clause notwithstanding the occurrence of any circumstances referred to in this clause.
15 Software
15.1 If the Equipment includes or consists of any software the Customer further agrees and
acknowledges that:
15.2.1 although the purchase price paid by the Supplier for the Equipment includes the right to use the software the Supplier does not acquire any legal title in it;
15.2.2 the Supplier does not provide any licence or right for the Customer to use the software under this Agreement, and the Customer must obtain any licence required to use the software directly from the software owner;
15.2.3 it is a condition of this Agreement that the Customer will comply with all of the terms of any licence or sub-licence for the use of the software;
15.2.4 maintenance of the software is not included in this Agreement and no defect in the software or any event which prevents the Customer using the software will affect the Customer’s obligation to pay the Charges and other sums as provided under this
Agreement; and
15.2.5 the Customer must obtain any warranties or guarantees it requires for the software including its fitness for purpose directly from the supplier of the software and the Supplier gives no express warranties and hereby excludes all warranties, conditions or guarantees that may otherwise be implied in relation to any software.
16. General
16.1 You acknowledge and agree that all intellectual property rights in the Services are and will at all times remain vested in Us or Our suppliers. Nothing in this Agreement grants to You any intellectual property rights.
16.2 The Agreement represents the entire agreement between You and Us and supersedes all previous agreements and understandings between You and Us in respect of the Services.
16.3 The parties acknowledge and agree that in entering into this Agreement they have not relied on any representation’s warranties or other assurances except those set out in this Agreement. The parties waive all rights and remedies which but for this term
16.3 would be available to them in respect of any such representation warranty or other assurance.
16.4 Any variations to this Agreement must be agreed in writing by the parties.
16.5 You agree that We may without notice to You at any time assign or transfer the benefit and / or burden of this Agreement to any third party and You agree to execute any documents We require to give effect to such assignment or transfer.
16.6 You may not without Our prior written consent assign or otherwise transfer this Agreement (in whole or in part).
16.7 You agree to promptly execute all documents and do all other things reasonably necessary to give effect to the spirit and intent of this Agreement. 13.8 Any notice to be given under this Agreement must be in writing and will be deemed to be properly served if hand delivered to or sent by pre-paid first-class post to the registered office of the recipient party. Notices delivered by hand will be deemed to be received on delivery.
Notices sent by pre-paid first-class post will be deemed to be received 2 business days after posting.
16.9 If any term of this Agreement is or becomes invalid or unenforceable the parties agree to promptly negotiate to replace such invalid or unenforceable term with a substitute term which is valid and enforceable and which achieves as far as possible the parties’ original intentions. The invalidity or unenforceability of any term of this Agreement does not affect the validity or enforceability of the remaining terms.
16.10 Failure or delay by either party to enforce or partially enforce any term of this Agreement will not be construed as a waiver of any of its rights under this Agreement.
16.11 This Agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales. 13.12 This Agreement may be executed in any number of counterparts each of which when executed constitutes a duplicate original, but all counterparts together constitute one and the same Agreement. This Agreement is not effective until all parties have executed at least one counterpart.
16.13 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This term does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
month period.
17. Duties of the Supplier
17.1 The Customer engages the Supplier and the Supplier agrees to provide and carry out only at the Sites during the period of this Agreement the following maintenance services using reasonable skill and care:
17.1.1 the Supplier will maintain or procure the maintenance of the Equipment at the Sites in efficient working order for the duration of this Agreement;
17.1.2 the Supplier will use all reasonable endeavours to respond within 4 working hours for a major failure or 16 working hours in all other cases (being 8:30am to 5:30pm
Monday to Friday, (excluding public holidays). A major failure is defined as more than 50% loss of internal telephones and more than 50% loss of external lines and loss of mains switchboard /operator’s main telephone;
Registered in England and Wales Company Number 15700787
17.1.3 the Supplier’s response to the Customer under this Agreement may be made in several ways, either by telephone where the problem may be solved by simple procedures discussed by oral contact with the Supplier’s technical support operatives, by the operation or remote diagnostic equipment which enables the identification and rectification of faults by means of direct data connection between the Supplier’s computers and the Customer’s telephone systems, or by means of sending an engineer to the Site;
17.1.4 if the Supplier is of the opinion that a problem is simple in nature and can be rectified by a brief telephone conversation and/or simple action upon the part of the Customer, the Supplier expects reasonable co-operation of the Customer to resolve the problem. The Supplier will not unreasonably withhold a service visit by an engineer but in circumstances where the Supplier is denied reasonable co-operation and a visit proves the fault to be the Customer’s error or could have been solved verbally, the Supplier reserves the right to make a charge;
17.1.5 the Supplier will not maintain any standard “2 wire” telephone devices unless specified explicitly in this Agreement. Replacement of faulty parts or telephones may be made with reconditioned items at the Supplier’s discretion. Exact replacements may not be available I the case of older Equipment therefore replacements will be made using the nearest possible equivalent;
17.1.6 the Supplier does not guarantee that response within the times stated in clause 17.1.2 in every instance. Time to fault clearance after response time will be variable depending on the nature of the problem;
17.1.7 if faults are proven to lie on any public networks connected to the Equipment, the Supplier will make a report to the appropriate authority but can in no way accept any liability for the actions or inactions of the network provider or its agents; and
17.1.8 the Supplier will provide two chargeable hours of remote programming changes per annum free of charge, subject to the Supplier being granted remote access to the Equipment.
18. Duties of the Customer
18.1 The Customer shall at all times:
18.1.1 notify the Supplier immediately in writing of any fault in the Equipment and/or repair necessary and promptly provide the Supplier with any information which the Supplier reasonably requires to enable the Supplier to proceed without interruption with the performance of this Agreement;
18.1.2 afford the Supplier’s staff and the Supplier’s other authorised personnel full and safe access to the Site and the Equipment to enable the Supplier to carry out the Services;
18.1.3 provide the Supplier with, and the Customer shall be responsible for, the safety of such adequate free working space and facilities as may be necessary for the performance of this Agreement;
18.1.4 comply with all statutory requirements (including those relating to health and safety) which apply to the Services and the Customer shall institute safe systems of work at the Sites;
18.1.5 promptly inform the Supplier about any facts or opinions of which the Customer becomes aware of which are likely to affect the Supplier’s obligations under this
Agreement;
18.1.6 keep the Equipment at the Sites;
18.1.7 except as provided in clause 16.2 not to itself maintain, service, repair, adjust, tamper, replace, alter or move the Equipment or the extension wiring; and
18.1.8 re-invoice to the Customer’s network provider any abortive call invoices raised by the Supplier when appropriate.
19. Warranty and Liability
19.1 The Customer acknowledges and agrees that:
19.1.1 the Customer is in a better position than the Supplier to foresee and evaluate any potential damage or loss that the Customer may suffer in connection with the Services or any other Services provided by the Supplier under this Agreement; and
19.1.2 these limits on liability shall apply separately to each and every claim against the Supplier provided that where any one act or omission or series of two or more connected acts or omissions gives rise to more than one claim, the limits shall apply to the aggregate of all the claims as though they were a single claim.
19.2 Notwithstanding anything else contained in this Agreement, the Supplier shall not be liable to the Customer for:
19.2.1 any failure of the Equipment due to:
19.2.1.1 use not in accordance with manufacturers’ instructions, unauthorised repair, or use of accessories not authorised by the Supplier or reprogramming changes made by untrained or unauthorised personnel;
19.2.1.2 foreign bodies, negligent use, wilful abuse, water damage or misuse;
19.2.1.3 fire, flood, electrical storms, lightning, theft or act of God, operation of industrial motors, machinery, arc welding or high frequency bonding equipment close to the unit or wiring. Note: damage to telephone systems is common during electrical storms and the Customer should arrange for its insurance to cover this. Such damage is therefore expressly excluded from this Agreement;
19.2.3 any delay in the execution of any maintenance or installation works including replacement, alteration, removal or otherwise of, or to the Equipment, howsoever caused and any such delay shall not be sufficient cause for cancellation of this Agreement;
19.2.4 any failure or defective working of the Equipment due to any fault, failure or change in the electricity supply service and/or BT or any other service providers’ equipment, lines and/or hosted PBX systems;
19.2.5 any damage caused by the failure of electrical supply to the Equipment;
19.2.6 accidental damage to the Equipment or to the Customer’s property;
Registered in England and Wales Company Number 15700787
19.2.7 economic loss including, but not limited to, loss of profits, revenues or goodwill (including any such loss or damage payable by the Customer to a third party as a result of an action brought by a third party); or
19.2.8 any other indirect or consequential loss (including any such loss or damage payable by the Customer to a third party as a result of an action brought by a third party) even if the loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring it and whether arising from negligence, breach of contract or of statutory duty or otherwise
19.2.9 any claims which have not been notified to the Supplier within 30 days of the date on which the Customer knew, or should have known, of the claims existence.
19.3 The Supplier also shall not be liable for any other contractors’ invoices for works on the Equipment other than expressly authorised and ordered by a director of the Supplier.
19.4 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
20. Annual Review
20.1 During the Minimum Period or any subsequent periods, should there be any additions to the Equipment, the Supplier will adjust the Service Charge for such Equipment at the Supplier’s prevailing rate.
20.2 The Supplier may at any time following the first anniversary date of the Agreement and upon 30 days prior notice to the Customer adjust the Service Charge. Such adjustments shall not be made at intervals more frequently than one in any twelve month period.
21. Enquiries, Requests of Concerns.
All enquiries, requests or concerns regarding this Notice or relating to the processing of Personal Data, should be sent to:
Email: support@fusion-unified.com
Tel: 0113 827 5752