ADVANCE: the payment on account by the Customer to Packnet Limited stipulated in the Table or in accordance with clauses 9.4 below.
CONTRACT: the Customer’s purchase order and Packnet Limited’s acceptance of it under condition 3.
CUSTOMER: the person, firm or company who purchases Services from Packnet Limited.
DELIVERABLES: all products and materials developed by Packnet Limited in
relation to the Services and/or provided by Packnet Limited to the Customer in any media, including, without limitation, Equipment, manuals, Software, computer programs, data, diagrams, reports and specifications (including drafts).
EQUIPMENT: any equipment agreed in the Contract to be purchased by the
Customer from Packnet Limited including any part or parts of it and any other ancillary goods, cables and materials delivered by or on behalf of Packnet Limited to the Customer’s premises.
INTELLECTUAL PROPERTY RIGHTS: patents, rights to inventions, copyright
and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
PRE-EXISTING MATERIALS: materials which existed before the commencement of provision by Packnet Limited of the Services.
PACKNET LIMITED: Packnet Limited Limited, a company registered in England and Wales with company number 04920552, the registered office of which is at Duplex 2, Ducie House, 37 Ducie Street, Manchester, M1 2JW.
RATE CARD: Packnet Limited’s current list of prices for its services as set out on the secure website to which the Customer is provided access. The prices will also be circulated by email in advance of their applicability.
SERVICES: the services to be provided by Packnet Limited under the Contract as particularised in the Table and in any Supplementary Order.
SOFTWARE: any software programmes provided by Packnet Limited to the Customer as part of the Equipment and/or to enable the Customer to use the Services and/or the Equipment.
SUPPLEMENTARY ORDER: any purchase order received by Packnet Limited from the Customer opting to purchase (on the terms set out in this document and at the rate set out in the then-current Rate Card) services additional to those particularised in the Table.
TABLE: the table of commercial terms at the head of this document.
TRIAL EXPIRY DATE: the date for the expiry of the Customer’s trial of the VoIP service stipulated in the Table (or, in the case of a trial ordered in a Supplementary Order, in Packnet Limited’s acknowledgement and acceptance of that order).
VAT: value added tax chargeable under English law for the time being and
any similar additional tax.
(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
The Customer’s purchase order constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the purchase order form by Packnet Limited, or Packnet Limited’s commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.
(a) to alter the Customer’s telephone number(s) or any other name, code or number associated with the Services where requested to do so by a governmental or regulatory body;
(b) temporarily to suspend the Services (or any part of them) for operational reasons or in an emergency or for reasons of security; and/or
(c) to bar certain numbers from the Services on a temporary or permanent basis in order to prevent fraud or in circumstances where Packnet Limited would suffer a direct loss.
(a) the Customer is in breach of clause 8.5 below;
(b) Packnet Limited has reasonable cause to suspect fraudulent use of the Services and/or
(c) any of the Customer’s staff or representatives is persistently abusive, makes threats, repeatedly causes a nuisance or annoyance or otherwise acts illegally towards Packnet Limited’s staff or property.
(d) In each of the cases above, and any others that might arise during the term of this contract, Packnet Limited will make commercially reasonable efforts to notify Customer prior to making any changes to, or suspending Customer’s service
(a) co-operate with Packnet Limited in all matters relating to the Services;
(b) provide in a timely manner such information, as it relates to providing service to Customer, as Packnet Limited may request, and ensure that such information is accurate in all material respects to the best of its knowledge; and
(c) where equipment is provided by Packnet Limited be responsible (at its own cost) for preparing the relevant premises for the supply of the Services and for providing a safe work environment for the staff of Packnet Limited visiting the Customer’s premises.
(a) fraudulently, in commission of or in connection with a criminal offence, in breach of any law or statutory duty;
(b) to make a call or send a message or to take pictures or video or send, upload, download, use or re-use any material, which is offensive, abusive, indecent, inciting racial, religious or ethnic hatred or in breach of the intellectual property rights of any third party, defamatory, obscene or menacing, a nuisance or a hoax or in breach of any rights or privacy or otherwise unlawful;
(c) to cause annoyance, inconvenience or needless anxiety, as set out in the Communications Act 2003; and/or
(d) to send automated unsolicited communications and the Customer agrees to indemnify Packnet Limited against any damages or costs incurred through any breach of this term.
(a) Neither Party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits;
(ii) loss of business;
(iii) depletion of goodwill or similar losses;
(iv) loss of anticipated savings;
(v) loss of goods;
(vi) loss of contract;
(vii) loss of use;
(viii) loss or corruption of data or information; and/or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Packnet Limited’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the aggregate amounts paid for the Services during the term of this Agreement.
Packnet Limited shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Packnet Limited or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Packnet Limiteds or sub-contractors. If such an event lasts longer than ten (10) business days, Customer may elect to cancel this Agreement without penalty.
Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.
Nothing in the Contract is intended to or shall operate to create a partnership
between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email (where specifically provided in these conditions as a permissible form of notice) shall be deemed to have been received two hours after the time of transmission.
Packnet Limited, Duplex 2, Ducie House, 37 Ducie Street, Manchester, M1 2JW
T +44 (0) 161 660 2350 F +44 (0) 161 660 9825 E firstname.lastname@example.org W www.pack-net.co.uk
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