Matrix Platinum Terms & Conditions

Telecommunications, Data Connectivity, OMNI, Internet Terms and Conditions

These terms and conditions shall be incorporated into the Service Agreement with the customer as described below. 1. BASIS OF CONTRACT

1.1  Any price in an Order Form provided by us, shall be deemed a quote and not an offer which is open for acceptance.

1.2 An Order Form will only be binding once first signed by you and then countersigned by us, including electronically or via our CRM. At which time a contract is formed and the Service Agreement shall come into effect that shall continue in force until such time as the Service Agreement is terminated in accordance with these terms.

1.3 These terms apply to the Service Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

The Services

1.4 In consideration of the full payment of all Fees payable under the Contract, we shall provide the Services to you in accordance with these terms and conditions, as well as any specification provided in the Order Form or other Service documentation made available.

Changes to Order Form

1.5  All details specified on the Order Form and Service Agreement are based on information supplied by you and/or collected during a site survey (remote or onsite), and may be subject to amendment.

1.6 After signature of the Order Form, we and/or our subcontractors may conduct initial scoping or surveys to clarify whether the Service, Equipment, Installation Fee or Service Fee require amending in order to meet your requirements or the facts we determine during the scoping. We may also decide that some of the services will be leased to a third party in order to facilitate the chosen Services, once the initial scoping has taken place.

1.7 In the event that we propose a change in the Services and or Fees following the scoping, then you shall have the opportunity to agree to the changes or to continue with the Services as detailed in the Order Form. If the changes are agreed, we shall issue a new Order Form for signature covering the varied or additional Services, and Fee changes, which will vary the Service Agreement once signed.  If you do not agree to the changes, the original Order Form will remain in place, but we have the right to terminate the Service Agreement immediately on notice to you if we deem, acting reasonably, that the Services are no longer viable to deliver as specified under the original Order Form.

1.8 If initial scoping is required, as provided for under clause 1.6, we will confirm to you when the Service will commence once scoping is complete.

1.9 We will use reasonable endeavours to meet any agreed times or dates, but time is not of the essence in respect of those times or dates and you acknowledge that all timeframes are estimates only and that service levels are target service levels only.

1.10 Throughout the provisioning process, we will need to communicate with named member(s) of your staff to arrange access to your premises. Any delays to these requests by you will delay Service Commencement Date and we will not be liable for any such delay.

1.11 To enable us to provide the Installation Service, you will:

a) prepare the Sites and your networks in accordance with our instructions. You are responsible, at your own cost, for the power supply and arranging alternative power supplies if any temporary supply fails. Installing engineers may refuse to install equipment if they perceive a hazard or risk.

b) provide us with full access to your Sites and networks and make available such office and technology facilities as may be necessary for us to provide the Service,

c) provide a suitable operating environment for the equipment in accordance with the manufacturer’s operating instructions

d) promptly furnish us with such information and documents as we may reasonably require for the proper performance of the Services,

e) obtain all third-party consents, licences and rights reasonably required in order to allow us or our subcontractor to provide the Service and be responsible for complying with any applicable laws, statutes, regulations and codes of practice, in relation to the Services,

f) put in place adequate security and virus checking procedures in relation to any computer facilities to which you provide us with access, and

g) take necessary steps to manage your network and internal infrastructure to prevent conflicts with the Hosted service that may result in fault or failure of the Hosted service.

h) Any failure to do any of the things detailed in this clause 1.11 may result in the need to reschedule your installation and you may incur aborted visit charges and new appointment times and charges which will be subject to new lead times. Any failure to do any of the things detailed in this clause 1.11 which results in configuration issues on the Equipment may result in you being charged for any reconfiguration work or for replacement Equipment.

1.12 All Equipment provided by us will remain our property until paid for in full. Any fees for Equipment purchased will be split between a deposit payable on signature of the Order Form, with the remaining balance payable in one payment, following delivery of the Equipment. The deposit amount will be either (i) the percentage specified in the Order Form, or (ii) shall be 50% if not specified. Where Equipment is provided on loan free of charge as part of a monthly Service Fee or is not paid for in full, we reserve the right to request return of the Equipment at your cost at      the end of any agreed contract period. You agree to return such Equipment to us on expiry or termination of your contract for any reason. All Equipment must be returned in good condition, and we reserve the right to charge a replacement fee at current market rates for any Equipment or part of the Equipment that does not pass our inspection on its return.

1.13 We reserve the right not to provide the Service to any Site and to withdraw our provisional acceptance of an order for reasons including, but not limited to:

a) the distance between a Site and our point of presence or its underlying service provider if the customer does not accept an alternative suitable data connection.

b) if a site survey finds that a site is not suitable for the provision of the Service,

c) if you do not agree to pay any excess construction charges or any other charges reasonably levied by us in addition to the charges initially proposed.

1.14 We or our nominated subcontractor will install the Service and will perform a series of commissioning tests to ensure that the configured Service is functioning correctly. On successful conclusion of the tests the Service will be deemed to be ready for use and we shall be entitled to invoice you for such Service from this date.

1.15 Provision of the Service may be subject to the completion of a satisfactory site survey(s) by us or our subcontractor. You acknowledge that it will be necessary for us or our subcontractor to visit the installation Site or Sites to conduct such survey(s) and for the purposes of installation.

1.16 Where an appointment is made for us or our subcontractor to visit your Site, including for the purposes of a site survey or for installation and the visit cannot be successfully completed due to:

a) the inability of us or our subcontractor, through no fault of our / their own, to complete the work,

b) the inability of us or our subcontractor to gain access to the site or sites or any part thereof which is necessary for the work,

c) the appointment is broken by you,

d) your failure to prepare the site in accordance with 1.8 or any other preparatory instructions we may have given you, or

e) any other reason where we or our subcontractor are not at fault

we will charge you with our standard aborted visit charge which may be applicable at the time. Rescheduled appointments following an aborted visit will be subject to new lead-times and will be confirmed to you at the time.

1.17 Unless otherwise agreed in writing between the parties, you must agree an appointment for installation at a Site within 14 days of notification by us of our preferred installation date. In the event that you do not agree such an appointment, the appointment will be deemed to have been fixed for our preferred installation date unless a revised Required Date is subsequently agreed. Installation work for Services will be carried during our Working Hours unless otherwise agreed. If you request for installation to occur outside of normal Working Hours, then it will be at our discretion whether to accept such request and, if accepted, you will be required to pay our standard charges for out of hours work.

1.18 If your Hosted Service includes our Ethernet or Assured access then, unless you have ordered an installation of the router, it is your responsibility to install the router at the Site or Sites where this is required and neither we nor our subcontractor shall bear any liability for any delay your failure to install may cause.

1.19 We will maintain your Service to the Service Demarcation Point.

1.20 Where we agree you may use/supply your own router for any part of the Service then you agree that all responsibility and liability for such equipment remains with you. Should we or our subcontractor visit your Site due to a fault which is later found to be caused by equipment not provided by us then we will charge you for such site visit and any additional costs incurred as a direct result. Use of your own router(s) will affect the Demarcation Point of the Service.

1.21 We do not issue any IP address to be used with this Service. Access to and use of this address is controlled by the internet authorities and its use is subject to any rules which they may prescribe. We reserve the right to withdraw or change this address if for any reason the address ceases to be available.

1.22 If you request and we agree to upgrade your bandwidth of the underlying access then additional charges will apply and we will advise you of these at the time.

1.23 The Service supports 999/112 public emergency call services and such calls will be routed to the national emergency call handling agents. However these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of connectivity to the internet for whatever reason. In such circumstances you should use a separate line to make the emergency call. Furthermore it may on occasions not be possible for emergency services personnel to identify your location and telephone number so this information should be stated promptly and clearly by you when making such a call.

1.24 Up to 2,000 minutes per subscription per month of calls to 01, 02 and 03 are free, the number of calls to 03 must not exceed 15% of the total number of calls made by the user. In the event the subscription cap is exceeded all further calls made will be charged at 40p per minute. In the event the proportion of 03 numbers exceeds 15% in any month, then all 03 calls in excess of this threshold will be charged a 40p per minute.

1.25 Up to 2,000 minutes per subscription per month of calls to UK mobiles  (FM1, FM3, FM4, FM5 and FM6) are free.  A threshold is applied at company level not at the level of the individual subscriptions, where these conditions are exceeded the calls will be rated at your IP rates.

1.26 Each call recording subscription contains an amount of inclusive minutes or monthly retention period that can be stored as listed on the Matrix247 agreement.

1.27 Porting of numbers in or out is chargeable as per clause 3.9.

1.28 The service includes a charge for fraud monitoring and line care, which is added automatically when a service is made live. These services can be opted out of with 30 days notice.

1.29 Where we agree that you may use your existing or other new access circuits (including but not limited to broadband, Ethernet, leased line etc) not provided by us then it is your responsibility to ensure such access meets the necessary requirements and functionality as defined by Matrix Platinum Ltd . Your failure to meet such requirements and functionality may result in quality and set up issues or may mean the Hosted Service will not work. Where we do not provide the access, you agree that all responsibility and liability for such access remains with you. Should we or our subcontractor visit your Site due to a fault which is later found to be caused by access not provided by us then we will charge you for such site visit and any additional costs incurred as a direct result. Use of your own access will affect the Demarcation Point of the Service.

1.30 Where we agree that you may use a third party to install the Service then you agree to indemnify us from any direct or indirect claims or losses, financial or otherwise, that you may incur as a result of such installation by a third party. Use of a third party installer will affect the Demarcation Point of the Service.

1.31 At the end of each Working Day, if requested by us, you agree to sign off for the work carried out that day by us or our subcontractor. In the absence of an authorised representative then you agree that our sign off shall have equivalent effect as if you had signed it off. Where we provide you with any of the user based features (including but not limited to auto attendant, hunt group, call park, call pickup, call queue etc) and you have not allocated these features to a user then we reserve the right to recover such unallocated features from your account. You can replace these features or add additional features at any time.

1.32 We will send you an annual notification of which phone numbers are allocated to you and under which contract/service agreement, if you have more than one contract with us.

1.33 If you are a new customer purchasing our broadband services, or an existing customer that has either changed your broadband service, agreed to a new minimum period for your broadband service or re-contracted your existing broadband service, then if your broadband speed falls below the minimum guaranteed download speed and we have not remedied this within 30 days of you notifying us of this issue, or if we cannot fix the problem, we will notify you of your right to cancel this agreement immediately without the payment of an early disconnection fee. You need to give us that cancellation notice within 30 days of us notifying you. In exceptional circumstances (for example where you cancel engineer visits or miss appointments) we may extend the 30 days remedy period but we will always discuss this with you beforehand.

Minimum guaranteed download speed the minimum guaranteed download speed is 50% of the advertised speed of our service on the date that you placed the order, and is set out in the speeds table in your service agreement.

2. ACCEPTANCE

2.1 We will notify you when the Installation Service has been completed. You will inspect and test the Service for the purpose of Acceptance (“Acceptance Testing”). During Acceptance Testing, you may notify us by email, telephone or fax of any material non-conformity of the Service.

2.2 To the extent that such non-conformities will have, in our opinion, a material detrimental effect on the Service, we will use our reasonable endeavours to remedy such non-conformities.

2.3 Acceptance shall be on an individual site by site basis and shall take place on the earlier of:

a) your written confirmation to us or our subcontractor that the Acceptance Testing has been completed,

b) where you have not notified us under Clause 2.2, two (2) Working Days from the date of our notification to you that the Installation Service has been completed, or

c) where you have notified us under Clause 2.2 of material nonconformities, five (5) Working Days from the date on which the notified non-conformities were remedied, or immediately upon our demonstration that the notified non-conformities will not, in our opinion, have a detrimental effect on the Service.

2.4 Any additional time incurred by us remedying nonconformities notified by you under Clause 2.2 above shall, at our sole discretion, be reflected in corresponding extensions to the affected timescales in the project plan (if any). Any additional time incurred by us investigating any notified non-conformities which later are found not to exist, will be charged to you as a professional service on a time and materials basis in accordance with our then current standard rates.

3. YOUR OBLIGATIONS

3.1 You will be responsible for procuring any third party consents that may be required by us (and/or our subcontractors) to provide the Installation Service and/or the Service, including, for example, landlord consents, wayleave consents and access consents. You will be responsible for the costs of procuring any such third party consents.

3.2 You will be responsible for providing named contacts (and any replacement contact(s)) and ensuring that they have the appropriate level of authority to make decisions relating to the Installation Service and the Service.

3.3 Where any part of the Service is a professional service to be provided at a Site, you will ensure that our staff and contractors have a safe place to work, and you will notify us (and our contractors where applicable) of any health and safety rules which apply to that Site. We will use our reasonable endeavours to ensure that our staff and contractors comply with such rules when working on your premises.

3.4 You will:

a) perform all your obligations under the contract,

b) follow our reasonable instructions,

c) provide us with up-to-date information, cooperation, support, and access, at your cost, to enable us to perform our obligations under the contract,

d) provide us with access to premises, information technology, and telecommunications facilities (including full remote access), at your cost, to enable us to perform our obligations under the Contract,

e) supply on an ongoing basis, at your cost, all space, power supply access points, cables, trunking, electricity, air conditioning and any other facility as may be defined following the site survey required to receive the Installation Service and the Service, and

f) keep full and up-to-date secure backup copies of the data on the Network in accordance with good industry practice, and

g) ensure you have all necessary infrastructure, systems and equipment as necessary to allow us to deliver and perform the contracted services, 

h) ensure all phone numbers are available for switching (as applicable) and provide details of all phone numbers promptly on requests from us, and

i) comply with and maintain compliance with all such laws and regulations that relate to their provision of telecommunications and other products or services supplied by us.

3.5 You will not allow any unauthorised user or any third party to access or use the Equipment and / or the Service, and shall take all reasonable security precautions to avoid such unauthorised access or use, and / or add to, modify, or interfere with in any way, the Equipment and / or the Service.

3.6 The Services permits you to upload music files for the music on hold feature. You agree to obtain any necessary licences and consents as may be required and agree to indemnify us from any direct or indirect claims where you fail to do so.

3.7 You have no right to cancel the Services or terminate the agreement for a delay that is a direct result of your failure to comply with your obligations under this agreement. Furthermore, if we are delayed in commencing the Services by your breach of obligations under this Service agreement, the applicable fees will remain payable in accordance with clause 7.11 (Delay).

3.8 If you purchase a new Service off us with the intention of replacing or upgrading an existing Service with Matrix Platinum Ltd, then we shall contact you following the implementation of the new Service to confirm whether you would like the designated replaced Service  to cease. However, please note, that we will not cancel the replaced Service without your written confirmation and you may continue to be charged for it until you provide such confirmation. This is to ensure there are no gaps in your Services and infrastructure, and it is your responsibility to ensure that confirmation is provided. You can refer to a recent invoice for information of all current Services, to assist with any review, or otherwise please contact us.

3.9 You accept that you do not own the number(s) provided to you and that you have no right to sell or to agree to transfer the number(s) provided. However, you have a right to request to migrate the numbers to another provider subject to your contractual obligations contained in this Service Agreement being met, and also subject to paying an administration charge of £125.00 per number which is to be migrated or ported to another provider. We have certain obligations in respect of the switching process (whether or not that also includes telephone number migration or ‘porting’), and compensation for you may be available if those obligations are not met (see our website and/or OFCOM website at www.ofcom.org.uk for further details).

4. YOUR USE OF THE SERVICE

4.1 You will not use the Service in any way that would constitute or contribute to the commission of a crime, tort, fraud, or other unlawful activity (including activities deemed unlawful under a complainant’s legal jurisdiction) (“Laws”). You will indemnify, and keep us fully indemnified, against all costs, claims, demands, expenses, and liabilities arising out of, or in connection with, any claim that the Service (or its use) infringes any Laws.

4.2 You warrant that any material and / or communication received, transmitted, hosted, or otherwise processed using the Service will not be menacing, of a junk mail or spam like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations, or laws to which the Service is subject, and will not infringe the intellectual property rights of Matrix Platinum Ltd or any third party. You will indemnify and keep us fully indemnified against all costs, claims, demands, expenses and liabilities arising out of or in connection with any breach or reasonably suspected breach of this Clause 4.2.

4.3 You agree that:

a) all Equipment will be housed in accordance with our or our subcontractors’ instructions,

b) Equipment shall be kept at your premises and stationary at all times,

c) you will not add, modify, relocate, reconfigure or in any way interfere with the Equipment,

d) you will not cause the Equipment to be removed, repaired, serviced or otherwise attended to except by our authorised representative,

e) you will not remove, tamper with or obliterate any words or labels from the Equipment of any parts thereof,

f) you will not use the Equipment except in accordance with such written instructions as may be notified by us or our subcontractor from time to time,

g) you will not use any Equipment not approved in writing by us,

h) if you have use of our online portal then you are responsible for maintaining all in life changes. We shall endeavour to maintain (but do not guarantee) access to such account 24 hours in every day of the year and we shall not be liable for any losses caused by any restrictions in such access. You agree to pay our standard charges applicable at the time where you request us to make changes on your behalf.

5. EQUIPMENT

5.1 Replacement of faulty Equipment is dependent upon the warranty offered by the relevant manufacturer. If an additional engineer visit is required to assess or replace faulty Equipment, then this will be chargeable to you and will be arranged within usual Working Hours. We will provide assistance to you in dealing with manufacturers, but we will accept no liability in respect of any defect or breakdown of Equipment or any losses, financial or otherwise, as a direct result of such defect or breakdown.

5.2 Save as expressly provided by this Clause 5 we do not give any warranty condition or undertaking as to the state of such Equipment other than that the configuration work will be performed correctly.

5.3 All handsets are provided with the Hosted settings pre-configured, so that they will only work in relation to the Services purchased from Matrix Platinum Ltd. We do not offer a service to unlock handsets or remove these settings during or at the end of your contract. Where the handsets and routers are provided free this equipment remains the property of Matrix Platinum Ltd and must be returned in good working order to Matrix Platinum Ltd at the customers expense when the contract is terminated otherwise Matrix Platinum Ltd will charge and the customer will pay for the equipment not returned.  Where the equipment is provided at an incentive price the customer must have a minimum three year contract term otherwise normal RRP charges could be applied at the end of the shorter term agreement.

5.4 Title to any Equipment supplied by us without separate charge as part of this service shall remain with Matrix Platinum Ltd.  You shall not sell or otherwise dispose of any Equipment to which we retain title nor charge the same as security or do any other thing which transfers or purports to transfer title in the equipment to any other party. Notwithstanding the above, title to all intellectual property rights to the configuration of the Hosted Service, including the Equipment, is and shall remain at all times the property of Matrix Platinum Ltd. All Equipment supplied by us must be returned to us in good condition on the expiry or termination of this agreement for whatever reasons, and we reserve the right to charge a replacement fee at current market rates for any Equipment or part of the Equipment that does not pass our inspection on its return.

6. RISK AND WARRANTY

6.1 On delivery of the Equipment to you full risk of damage to, or loss of, such equipment shall pass to you.

6.2 For a minimum period of thirty (30) days from delivery, if any Equipment materially fails to comply with the manufacturer’s specifications (a “defect”), you will immediately notify us of such defect, and we will investigate such defect. If we agree that the Equipment has a defect, we will replace the Equipment.

6.3 Where we agree you may provide your own equipment at the outset or as a replacement, you will, at your own cost, be responsible for repairing, maintaining, and replacing any equipment that no longer operates in accordance with its manufacturer’s specifications. Where you replace the Equipment, the replacement shall be equivalent to the original’s functionality and performance, and approved by us in writing. You will be responsible, at your own cost, for reconfiguring any replacement of the Equipment to the same or equivalent configuration as the original (if agreed by the parties, such reconfiguration work may be provided by us as a professional service at our then current standard rates), and installing such reconfigured replacement in place of the original.

6.4 Any impact on the Service caused by substandard performance or non-availability of the Equipment under Clauses 6.2 or 6.3 shall be excluded from our obligations under the Service Agreement, and such exclusion shall continue for as long as any of the circumstances in Clauses 6.2 or 6.3 continue.

6.5 In the event you require Matrix Platinum Ltd to send an engineer to your site to assist with any issues with Equipment or related Services and if, on attendance, it becomes clear, in our reasonable opinion, that such site attendance is unnecessary or is due to Equipment damage caused by you, your improper use or other breach of your obligations under this Service Agreement, then we reserve the right to charge you for such engineer site visit at our standard rates.

6.6 In the event we are required to remove Equipment from your premises, then we will ensure such removal of services are performed with reasonable skill and care. Please note, save for damage caused by our negligence, we shall not be obliged to make good your premises or property in the event of removal of Equipment.

7. FEES AND PAYMENT

7.1 All pricing will be indicative only and is not binding until confirmed by us. The pricing given is valid at the point of quote, but it can only be confirmed after the site survey. Additional charges, such as but not limited to, excess construction charges, may be applied, following the site survey. All prices are quoted are exclusive of VAT. Prices are valid for 30 days only.

7.2 Following Acceptance, you must pay the Service Fee monthly in advance, the Installation Fee upfront and any usage fees, if applicable, monthly in arrears. Any fees for Equipment purchased will be split between a deposit payable on signature of the Order Form, with the remaining balance payable in one payment, following delivery of the Equipment. The deposit amount will be either (i) the percentage specified in the Order Form, or (ii) shall be 50% if not specified. If specified on the Service Agreement, you may pay the Installation Fee monthly in advance in lieu of the upfront fee. You agree to let us take these payments by Direct Debit and there will be an additional fee payable of £7.50 per month if this is not agreed to or if it is cancelled by you at a later date. All orders/contracts between you and us, for all Matrix services, will be registered to a single client account, with one account reference and subject to single combined invoice.

7.3 Unless otherwise agreed by us in writing, any discount specified on the Service Agreement shall only apply during the Initial Term, and shall not apply to subsequent Renewal Terms. Therefore, all Service Fees will automatically increase on commencement of  the first Renewal Term and each anniversary thereafter, and such increase will be in an amount equivalent to 15% plus the average percentage increase in the Retail Price Index over the preceding 12 months (as determined by the Office for National Statistics).

7.4. Subject to 7.3, if the contract continues for further Renewal Terms then we shall be entitled to increase the Services Fees on each renewal by an amount equal to the average increase in the Retail Price Index over the preceding 12 months, as determined by the Office for National Statistics.

7.5 We shall be entitled to increase the Service Fee at any time with immediate effect where we can reasonably demonstrate that such an increase is due to an increased cost of providing the Service caused by a third party supplier (including without limitation network, internet, phone operator underlying cost increases) or legal or regulatory change or increased direct support by Matrix Platinum Limited customer service team.

7.6 We may require you to pay a deposit and / or require you to procure that your parent company or related company guarantees the payment of any fees under the Service Agreement. You agree to enter into (and / or procure the execution of) any agreement or deed reasonably required for any such purpose.

7.7 All Service Fees due to us for call and data traffic routed via any IP address to be used with this service shall be paid in full by you by the due date notwithstanding that they may have arisen from unauthorised, fraudulent or illegal use (except for fraud on the part of us or our employees acting in the course of their employment) and whether or not they derive from installation and access arrangements which have been authorised by us.

7.8 Should any of your site configuration change following site survey and additional engineering time or equipment is required to fulfil the installation, to avoid the need for a rescheduled appointment, you agree to any additional works that may be carried out by our engineer up to a value of £500 without us seeking further confirmation from you. Should the value exceed £500 then we will only carry out this additional work on your written or email confirmation.

7.9 Where your Service Agreement specifies a UK call allowance and / or a UK Mobile call allowance you agree to the fair usage and exclusions that may be applicable at the time and are available on request. Any calls made which fall outside any call allowance will be charged in accordance with your call tariff, or where not specified in your call tariff at our standard tariff.

7.10 Where all your Hosted Services (including but not limited to user subscriptions, Equipment, data access, installation) are wrapped into a per user monthly rental and you subsequently cease any element of the Hosted Service you will remain liable for the full per user monthly rental for the remaining Initial Term or Renewal Term (as applicable) unless we have agreed otherwise with you in advance of entering into this Service Agreement. Where we may have agreed otherwise, your minimum liability will be the full cost of any installation, survey, set up, activation and Equipment, the costs for which we will confirm at the time.

7.11 Delay: Upon acceptance of the order by Matrix Platinum Ltd which includes Installation Services we shall endeavour to work around appropriate and preferred installation dates that will be most suitable for you, providing these are within three months of the initial order confirmation by you the client. Should for any reason installation dates wish to be delayed beyond the initial 3 months after the order confirmation by you the client, Matrix Platinum Limited reserve the right to commence the monthly rentals for the hosted service in addition to a nominal storage fee of no greater than £80 per month for storage of all ordered handsets that Matrix Platinum Limited may have taken delivery of to ensure and fix the agreed prices quoted at the time of order. Commencement of the rentals and other Services, and associated payments, will start no later than three months after the authorisation date of the Order by you unless the installation is completed before this time or a director of Matrix Platinum Ltd has expressly agreed otherwise in writing. For all other Services, no delay is permitted once an Order is signed and even if you do not accept performance or delivery of the Services or Equipment, all payments of associated Service Fees or Equipment Fees shall still apply as if the delay had not occurred and Matrix shall invoice accordingly.

7.12 We reserve the right to review our invoices and fees charged on a regular basis in order to identify any errors and ensure that any backdated charges we receive from third party suppliers related to your Services, are also invoiced to your accordingly. All such backdated charges and errors shall remain payable by you in accordance with this Service Agreement. If we identify an overpayment by you, we will issue a credit against your next monthly invoice.

7.13 Matrix Platinum Ltd reserves the right to charge daily interest on amounts outstanding under this Service Agreement for more than 14 days after the date of invoice until payment is received, at a rate equal to 2% per annum above the Bank of England base rate from time to time in force whether before or after judgement. 

7.14 If you require a paper invoice there will be an additional monthly charge of £2.50.

7.15. If any hosted call diverts are applied, then these will be charged at £5.00 each.

7.16 You will be charged a £27.50 reconnection in the event of suspension of the Services, which we carry out due to non-payment by you under this Service Agreement.

7.17 You will be required to pay an administrative fee of £27.50 + VAT per incident for cancelled, dishonoured or failed Direct Debits or cheques.

7.18 A cancellation fee applies to all broadband circuit cancellations, this fee is £100.00.

7.19 At the end of Service Agreement if you wish to move the Services to an alternative supplier this may incur additional charges from our suppliers, as well as an additional administration charges applied by Matrix Platinum Ltd, both of which you will be required to pay.

8. SERVICE SUSPENSION

8.1 By giving reasonable notice to you, or if this is not practicable, such notice as is reasonably practicable in the circumstances, we may suspend the Service (or any part of the Service) for reasons to include but not limited to:

a) for operational reasons in accordance with the service levels, or

b) if required because of a regulatory or legal change, or

c) if we are obliged to comply with the order, instruction, or request of a court, government, agency, emergency service organisation, or other competent administrative or regulatory authority, requiring suspension to the Service, or

d) if your use of the Service may damage or disrupt the proper functioning of the infrastructure and / or equipment used to provide services to our other Customers, or

e) if we have reasonable grounds to believe that you are in breach of your obligations, and you either fail to remedy that breach or fail to demonstrate to our reasonable satisfaction that no breach took place within two (2) Working Days of written notice of the suspected breach for a serious breach (serious breach to include, but not limited to, a breach likely to cause serious damage to us or our brand, or that of our contractors, or result in legal action by a third party) or within ten (10) Working Days of written notice of the suspected breach for other breach, or

f) if an undisputed invoice (or an undisputed part of an invoice) is not paid in full by the due date, provided that we have followed the process set out in clause 8.3

8.2 Suspension of the Service shall cause our service level obligations to be excluded for the period of the suspension. Such suspension of the Service shall continue for as long as any of the circumstances in Clauses 8 continues or until we service written notice on you to terminate the contract.

8.3 Suspension Process for overdue invoices. Invoices are due 14 days from the date on the invoice. On the invoice due date (day 14), we will send you a payment reminder if any part of the invoice remains outstanding. If, after a further 7 days (day 21) we still have not received payment, we will send you a written notice that we will be suspending the services (Notice of Suspension) in 7 days (day 28), which will, if applicable, refer to all impacted contracts under your account which will be suspended. We will send a second Notice of Suspension 48 hours before we suspend the services (day 26). If we have not received a payment by the end of the notice period (day 28), services will be suspended. If after another 7 days (day 35), still no payment has been received, we will send you a written notice that we will be terminating the services (Notice of Termination)  in 7 days if we still don’t receive a payment, and at the end of that notice period all services will be terminated (day 42).

9. TERM AND TERMINATION

9.1  The contract is formed on the date the Service Agreement has been signed by the last signatory or you otherwise allow commencement of performance of the Services and once signed you may not terminate without cause. The Services duration (excluding Installation Services) will start on the Service Commencement Date  and for multi Sites, is applicable on an individual Site by Site basis. The Service Agreement will then continue for the following initial term depending on which service option is selected (the Initial ):   Platinum Package Option  is a five year  term with premium network pricing, Gold Package Option is a three year term with standard network pricing , Silver Package Option is a two year term with standard network pricing . At the end of the Initial Term, the contract will automatically renew for subsequent periods of twelve (12) months  (each a Renewal Term) on  a rolling twelve (12) month basis unless you or us provide a minimum of ninety  (90) days’ written notice to terminate before the end of the Initial Term or then current Renewal Term. Such termination shall not take place earlier than the expiry of the Initial Term or Renewal Term.

9.2 Either party shall have the right, by giving written notice to the other party, to terminate the Agreement immediately if that other party:

a) commits any material breach of its obligations, other than non-payment of an invoice which shall be dealt with in accordance with clause 8.3, and fails to remedy that breach within twenty-eight (28) days of written notice of that breach. The twenty-eight (28) day period only applies where a breach is capable of remedy; if it is incapable of remedy, the Service Agreement may be terminated by written notice immediately). , or

b) have a winding up petition presented, or enter into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with its creditors or petitions for an administration order, or has a receiver or manager appointed over any of its assets, or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

9.3 We may terminate this Service Agreement or part thereof by giving 60 days’ written notice to you provided. You may terminate the Service Agreement on 90 days’ written notice, provided that such notice does not take effect until the end of the Initial Term or current Renewal Term as set out in clause 3. The Service Agreement may not be terminated in part, nor only some of the Services cancelled, without our prior written agreement.

9.4 Where the Service Agreement is terminated or otherwise brought to an end other than as permitted under these terms, all Service Fees for the remainder of the Initial Term or the Renewal Term (as applicable) shall become payable immediately.

9.5  No cancellation rights. Once signed, Order Forms cannot be cancelled by you. We have no responsibility for and you have no right to cancel the Services or terminate this Service Agreement in the event of a delay or failure in the Services caused by a third party, or that arises out of or in connection with your failure to comply with any of your obligations under the Service Agreement.

9.6 We shall have the right to terminate the Service Agreement immediately if required because of a regulatory or legal change or are required to do so by a direction of Ofcom.

9.7 Should you at any time attempt to cancel or terminate the Service Agreement, or any portion or Service thereof, except in accordance with its terms or we terminate the Service Agreement as a result of your breach, then (without prejudice to our other rights and remedies) no refunds will be given in respect of any charges paid in advance and we will be entitled to charge you an Early Termination Fee consisting of the whole of any Service Fees applicable for the remaining term of the Service Agreement, which would have been due and payable save for such early termination; and an amount being the greater of either (i) the estimated or minimum call charge set out in the Service Agreement as applicable for the remainder of the term; or (ii) the average monthly call charges for the previous three calendar months multiplied by the number of months remaining in the term, or where there is no such 3 month period, such amount as we reasonably determine based on usage data. 

9.8 All Client data held by us will be deleted within 7 days of the date of termination of this Service Agreement.

10. LIABILITY

10.1 We shall not be liable for any delay or failure in performing our obligations or failure to meet any dates under the Service Agreement caused by any circumstances beyond our reasonable control (such circumstances including, without limitation, any regulatory or legal change any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning 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 of services by subcontractors).

10.2 All warranties, conditions, obligations, or implied terms which are implied into the Service Agreement by statute, custom, or law are hereby excluded to the maximum extent permissible in law.

10.3 We do not exclude or limit our liability for death or personal injury caused by our negligence, and/or

a) breach of the obligations arising from section 12 of the Sale of Goods Act 1979 (seller’s implied undertaking as to title, etc.), and / or

b) breach of the obligations arising from section 2 of the Supply of Goods and Service Act 1982 (implied terms about title, etc. in certain contracts for the transfer of property in goods), and / or

c) fraudulent misrepresentation.

10.4 We shall not be liable to you for any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data and / or perceived damage to reputation, special, indirect or consequential loss, costs, damages, Fees or expenses however arising under the Service Agreement.

10.5 We have no liability for any failure to meet the Required Date or for any failure to meet any service levels or to repair a fault within any given timeframe.

10.6 The overall Service may consist of elements not provided by Matrix Platinum Ltd (such as but not limited to access circuits, routers, installation) which affects the Service Demarcation Point. You agree that we shall not be responsible or liable for any element of the overall Service not provided by Matrix Platinum Ltd nor for any affect the non-Matrix Platinum Ltd elements may have on the Service.

10.7 In the event any telephone call recordings are deleted, lost or otherwise are no longer available to you, then we shall use our reasonable endeavours to restore such call recordings, if requested to do so by you. However, this shall be your sole and exclusive remedy in respect of such unavailable call recordings and you acknowledge and agree that we are dependent on our third party mobile and phone operators to manage call recordings on our behalf and as such we make no guarantee as to the availability or recovery of call recordings.

10.8 Subject to clauses 10.1 to 10.7 inclusive, our liability in contract, tort (including negligence and breach of statutory duty) or otherwise in connection with this Service Agreement will be limited to an amount equal to 50% of the total Services Fees paid and payable (whether invoiced or not) to us under this Service Agreement during the 6 months immediately preceding the date on which the claim arose.

10.9 Please Note. If you are leaving an existing supplier and switching over to Matrix for the Services, then it is your responsibility to ensure that all existing services and contracts are cancelled. Whilst Matrix will provide reasonable assistance in supporting any switch over, we do not have oversight of your contracts and supplier arrangements, and therefore we exclude liability for any claims, costs or losses you may incur in respect of ceasing services with an existing supplier.

11. DEFINITIONS

These definitions apply to this:

“Acceptance” – acceptance by you that the Service has been completed successfully, in accordance with Clause 2.3.

“Equipment” – the preconfigured router, power over ethernet switches (POE), handsets or any other Equipment we may provide as part of the Service.

“Initial Term” – the initial term for the Service as determined in accordance with clause 9.1.

“Installation Fee” – the combined charge for the survey, equipment and the Installation Service, including excess construction charges, as specified on the Service Agreement or other amended documentation following site survey.

“Installation Service” – the work (if any) carried out by us or our subcontractor at each Site to enable you to receive the Service, normally carried out between 0900 and 1730 on a Working Day.

“Network(s)” – the Local Area Network, network equipment, computer systems, and local cable infrastructure, at the Sites, to which the Service will be connected.

“Order Form” – means the Order Form detailing the Services, Equipment,  Fees and other applicable information and which incorporates these terms and conditions.

“Renewal Term” – the renewal period for the Services as determined in accordance with clause 9.1.

“Required Date” – the date you wish the Service to commence.

“Service Agreement” – our completed and signed Network Services Agreement      Order form detailing the Services, Installation Services, and incorporating these terms.

“Service” – the services, as specified on the Service Agreement, and / or the customer requirements form detailing the Sites, Installation Service, Equipment, and Service, the related configuration, solution design, and setup of these, and any project documentation for the Installation Service.

“Service Commencement Date” – the commencement date as confirmed in the first invoice by Matrix (also referred to as Go Live)

“Service Demarcation Point” – the point(s) to which we will maintain the Service(s). The Service Demarcation Point will be based on the different components that make up the Service and how these are deployed. The Service Demarcation Point for the main Hosted service is typically identified as the connection between the access and the Hosted service, managed by our Session Boarder Controllers (SBCs) within the network. Where we have supplied the access with the Hosted Service, the point of demarcation will be the customer side port on the preconfigured Matrix Platinum Ltd supplied router. Where we provide the access and the Installation Service then the Demarcation Point will be the Matrix Platinum Ltd provided handset. In all cases Matrix Platinum Ltd will honour any manufacturer warranty on the handsets provided by Matrix Platinum Ltd.

“Service Fee” – monthly recurring fee for the Service which may be individual fees for individual Services or a combined fee covering multiple Services.

“Working Day” – any day falling on or between Monday to Friday, but excluding all English public and bank holidays. “You” – the entity which contracts with us.

“Working Hours” – between 9am and 5pm on Working Days. 

“We” or “Us” – Matrix Platinum Ltd

“You” the customer.