All sales made by Ubiquitous Communication Ltd are subject to these standard terms and conditions, except where specifically stated to the contrary or agreed otherwise in writing.

 

DEFINITIONS: “Our/our”, “Us/us” and “We/we “refers to the seller (Ubiquitous Communication Ltd) whose trading style appears on your order acknowledgement and

“You/you” and “Your/your” refers to the original company, organisation or individual who purchases goods and/or services directly from us.

“End user” refers to the organisation or individual that enjoys the usage of the goods or service provided by us.

“Manufacturer” refers to the organisation that makes the equipment and/or develops the software we sell to you.

 

YOUR RIGHTS: You and We are protected by statutory (legal) rights, according to the laws of the country that we contract in, or any European Legislation that applies in that country.

Where statutory legislation exists, or new legislation comes into force, your and our statutory rights are not affected by anything within these terms, and those rights take precedence over these terms. Where any part of these terms is over-ridden by legislation, all other terms still apply. Any order placed with us is subject to acceptance. We do endeavour to offer the best possible service so if you have a problem with a product or our service, please contact us immediately so that we can try to rectify it as soon as possible. Our main website is www.ubicom.co.uk which has links to our support portal.

Failure to notify us of any problems that you may have within a reasonable time may well impair any claim that you may have on us.

 

1. MANUFACTURERS. We act as a value added distributor of manufacturer(s) product(s) and Services. It is your responsibility to comply with the Terms and Conditions of the manufacturer(s) both in respect of equipment and related software.

 

2. ORDERS FOR GOODS: Your order must be placed with Us on your company headed paper, or electronically from Your email, or on Our order form. Following receipt of your order we will forward to you an order acknowledgement which specifies what we will deliver to you, where we will deliver it, the price we will charge you for the goods and our best estimate of when the goods will be delivered. This order acknowledgement will form the basis of the contract between us unless we have made an error that you advise us of within 48 hours. In certain and unusual circumstances we may agree in writing to accept a cancellation of the order but you may incur costs to do so. You are strongly recommended to check with us the costs you may become liable for prior to cancellation of the order.

 

3. END USER REQUIREMENTS: It is your responsibility for correctly determining your requirements. Any responsibility for the end user’s network and subsequent compatibility and/or security issues rests with you.

 

4. PRICE AND INVOICE: Unless otherwise stated, all prices quoted include packaging, shipping, and Insurance, VAT, or other additional charges which will be charged at applicable rates and added to the invoice total. Unless explicitly requested, method of carriage will be at our discretion. Any costs omitted or corrections on your invoice will be invoiced/credited later. Please notify us promptly (at latest within 5 days of the date of invoice) if you are not billed the correct amount and we will correct the error. 

Any queries on the invoice must be advised to us in writing. If a price has risen, we will advise before proceeding with an order if you have specified a different price on your order.

 

5. DELIVERY OF PRODUCT: The date of delivery specified on the order acknowledgement is an estimate only. Time for delivery shall not be of the essence of the contract and we shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods. In most cases, unless agreed otherwise, we dispatch using our or our manufacturer’s preferred carrier. Where a premium service is requested (e.g. AM delivery or Saturday) we may charge a premium and our liability extends only to a refund of the premium charged to you should the delivery not be achieved on time. “Working day” is considered to be Monday to Friday, excluding holidays or any other day on which we are closed. Deliveries may be made any time between 8am and 6pm. Our standard delivery service covers most parts of mainland UK. It is essential that you provide the

correct address in full, including a complete postcode and guarantee someone will be at the delivery address to receive and sign for the goods. If there is no one on site at the address, or it is incorrect then We will charge 100% of the original delivery charge payable by the customer for re-routing costs.

 

6. DELIVERY OF VALUE ADDED SERVICES: It is your responsibility to obtain all necessary permissions and consents which may be required before the commencement of the services and comply with such other requirements as may be set out in the schedule or otherwise agreed between the parties. We shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services. In the event that you or any third party, not being your sub-contractor, shall omit or commit anything which prevents or delays us from undertaking or complying with any of our obligations, then we shall notify you as soon as possible. We shall have no liability in respect of any delay to the completion of any project unless otherwise agreed in writing on a per project basis; if applicable, the timetable for the project will be modified accordingly and we shall notify you at the same time if we intend to make any claim for additional costs.

 

7. DEFECTS AND SHORTAGES OF GOODS: All risk in the goods shall pass to you upon delivery. Defects or shortages must be notified to us in writing within 48 hours of receipt.

 

8. PAYMENT: All ongoing monthly payments will be taken by DD. One off invoices may at our discretion be paid by invoice, in which case Payment must reach us within 30 days. 

 

9. OVERDUE PAYMENT: We reserve the right to charge interest on all overdue balances at 1.5 % per month compounded until the date payment is received in full. Interest is charged from the date the debt becomes overdue.

 

10. TITLE. Title to the goods shall not pass to the Buyer until the Seller has received payment in full for all goods and services supplied to the Buyer by the Seller under this or any other contract.

 

11. DEBT RECOVERY COSTS: All costs, charges and expenses incurred by us in recovering any debt shall be paid by you. If your bank refuses a payment made by cheque, you shall be liable for all reasonable costs incurred as a result.

 

12. RETURNS: Before goods can be returned, whether for repair, replacement or refund, in order to ensure smooth and prompt handling, you must obtain from us via Email for authorisation in order that we can track the return accurately. In the event that we arrange transport, we may charge you, and if you arrange transport your carriage costs/charges are not refundable and you should use a suitably packed/insured/traceable carriage method. 

Where the original purchase had the delivery charge waived (‘Free Delivery’), you may be charged the delivery cost originally waived. We may charge a fee for returned items and make additional charges for any items (including packaging and documentation) missing or damaged. 

Failure to return the goods within 7 days of the authorisation will result in the cancellation of the authorisation. Any goods received after this date, or returned without authorisation, will be returned to you at your cost.

 

13. WARRANTIES: Only new goods sold by us are covered by and subject to the manufacturer’s warranty. Used products (including refurbished, second-hand and ex-demo products) will have no warranty except where otherwise specified. Please examine the specific product manufacturers’ warranty for details of what type of faults or breakdowns are covered. For any warranty claim, you must have your original invoice. Do not attempt to repair, modify or open any product unless specifically advised by us to do so as this may invalidate the warranty. You need your proof of purchase (invoice) for all other support issues. If a fault does develop or is found, this must be notified to us promptly.

 

14. INSTALLATION: It is your responsibility, either directly or through your sub-contractors, to ensure that the premises are properly prepared according to any instructions We may give, and provide Us with reasonable access to the Premises. When Our work is completed, You will also be responsible for putting items back and for any re-decorating which may be needed. You agree to look after any of Our equipment and to pay for any repair or replacement needed if it is damaged, unless it is due to fair wear and tear. 

The goods will be installed and commissioned correctly in accordance with the end user’s and the manufacturers’ requirements. Any responsibility for your network and subsequent compatibility and/or security issues rests with you.

 

15. SOFTWARE AND SOFTWARE LICENSES: It is your responsibility to ensure that the manufacturer’s or software developer’s terms and conditions in regard to their software are complied with and that, where appropriate, you the end user is made aware of and complies with their obligations in this regard.

 

16. CREDIT CHECKING / VALIDITY: We reserve the right to liaise with credit reference and other agencies with regard to your status and submit information accordingly and in line with relevant legislation. We also reserve the right to refuse any unexecuted order, without giving a reason.

 

17. COMMUNICATIONS: Please be advised that for staff training purposes as well as your and our own security, we may record telephone calls to/from us and such recordings and emails may be supplied to law enforcement or anti-fraud agencies if required.

 

18. ASSIGNMENT: We reserve the right to transfer any debt to us or other elements of our contract with you, or other liabilities in part or whole to a third party, and any such assignment or transference will maintain all existing contractual terms. This may include the use of a factoring or other finance company for the assignment of your debts to us. All existing liabilities from us to you, and vice versa, will remain valid, including any warranties or service agreements.

 

19. PRIVACY AND DATA PROTECTION: We aim to understand our customers better and provide a tailored service, with business communications that are relevant and of value. In order to achieve this, we may collect, store and update certain personal details relating to our customers. Using this data we will be able to deliver relevant marketing information and bulletins to you which we believe will be of value to you. You are able to remove yourself from the distribution of such material at any time. You can be assured that we treat your personal details, including email addresses and telephone numbers in confidence, and we will follow the 8 key principles of the Data Protection Act when handling such personal data.

We do not disclose such personal data to any third party, except in connection with expediting or processing your orders, or in order to comply with the law or health and safety mandates. Your email address will not be added to any external mailing lists (unless requested by you) and we will not use details of your purchases in our marketing/publicity materials or any other promotion without your consent.

 

20. INDEMNIFICATION: You will indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from your breach of any of your obligations under these terms. It is your responsibility to promptly notify the claiming infringement of a patent, copyright, trademark or trade manufacturer where a third party is secret.

 

21. LIMITATION OF LIABILITY: Our entire liability to you in respect of any claim whatsoever or breach of these terms, whether or not arising out of negligence, shall be limited to the price paid by you to us for the goods and/or services to which the claim relates. In no event shall we be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. 

This shall apply even where such a loss was reasonably foreseeable or we had been made aware of the possibility of

you incurring such a loss. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our employees, agents or sub-contractors.

 

22. FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

 

23. WAIVERS OR AMENDMENTS: No failure to enforce any provision, assert any right, or insist on performance of any obligation under these Terms and Conditions in any instance, shall be deemed a waiver of the ability to enforce such provision, assert such right, or insist on the performance of such obligation in the future. No course of dealing, or informal communication of any kind, shall be deemed to amend these Terms and Conditions. Except as stated herein these Terms and Conditions may be amended only by a formal written amendment signed by a duly authorised representative of both parties, and any oral amendment shall be deemed void.

 

24. HEADINGS: The headings to the clauses in these Terms and Conditions are for reference only and will not affect their interpretation. By placing an order with us, or accepting a quote for professional services, you are bound by these terms and conditions unless agreed otherwise in writing. All statutory rights apply as per local statutes and European law where applicable.

 

25. CUSTOMER SUPPORT SERVICES HOURS OF COVER: Customer support and maintenance service is comprised of both routine maintenance and fault repair as described in the following paragraphs. The Customers choice of service will be set out and agreed in the Contract from one of the following options.

25.1 Routine Maintenance: We will carry out routine inspection or testing (or both) of Equipment during the hours 09.00 – 17.00 Monday to Saturday (excluding Public/Bank holidays) in accordance with the Companies normal practices.

25.2 Repairing Faults: You must report faults in Equipment by telephoning the number specified by Us on the Order Form or emailing help@ubicom.co.uk  or by logging the fault via Our website support portal.

25.2.1 A fault reported: A fault is deemed to have been received by Us at the logged time of that call, the response will be appropriate to the contract.

25.2 Following a fault report We will respond with: A meaningful attempt by an appropriate service support agent to resolve a problem or answer a query. This may involve the help of the customer in diagnosing the problem through simple tests. We consider either a remote response or an onsite visit to discharge our contractual response time commitments. Without

undue delay We will take all proper steps to correct the fault by repairing or, at its option, replacing all or part of the Equipment. We may remove all or part of the Equipment from the Site for the purpose of inspection, testing and repair, but whenever reasonably practicable will take steps to protect the continuity of Your service.

25.3 Fault Repair Service Customer Hours Covered – Period of Cover Business 09.00 to 17-00 6 days Monday to Saturday (excl public holidays)

 25.3.1 Business Operates during the hours 09.00 – 17.00 Monday to Saturday inclusive (excluding Public/Bank holidays). We will aim to respond to a fault report, where it is received before 17.00 hours in one Working Day, by the end of the next Working Day. Work will only be carried out during Working Hours.

 

26. WHAT THE FAULT REPAIR SERVICE COVERS:

26.1 The Service covers faults resulting from normal use, including software updates deemed necessary for the performance of the service or product.

26.2 The Service also covers faults or work resulting from other causes or circumstances, but an additional charge will be payable. Such other causes or circumstances include but are not limited to:

(a) misuse; incorrect environmental conditions including incorrect temperature and humidity levels; faulty manufacture or design; mains electrical surges or failures;

(b) lightning damage; electromagnetic interference; any other accidental or deliberate damage;

(c) correction of defects following the removal or connection of Equipment other than by Us

(d) connection by the Customer of other equipment to the Equipment; or

(e) Ubiquitous Communication Ltd being denied access to the Equipment.

26.3 The Service does not cover;

(a) loss of Customer generated software programmes.

(b) work at the Customer’s request outside the applicable Working Hours for the repair service option selected.

(c) repair, replacement or re-routing of any customer wiring or cabling or provision of additional wiring and cabling; or

(d) faults reported by the Customer which are not covered by this Contract.

(e) Analogue handsets, as they are deemed to be consumables

 

27. YOUR OBLIGATIONS:

27.1 You agree to care for and use the Equipment/service in accordance with any Ubiquitous Communication Ltd and manufacturer’s instructions, that the Equipment and software is compliant with any applicable law or regulation in the country in which it is installed and to use it only for a purpose for which it was designed;

27.2 not to repair, adjust, or modify the Equipment without Our written consent. However, You may make configuration changes in accordance with and within the limits specified in the supplier’s customer documentation. You must maintain a record of and, notify Us of any such configuration changes.

 

28. UNAUTHORISED FRAUDULENT CALLS. You will be liable for any unauthorised fraudulent calls made from Your site (s). Controlling unauthorised access (including fraudulent access) to PBX/Software as a Service, or other equipment or

resource shall be the sole responsibility of You.

28.1 For the avoidance of doubt, fraudulent calls include but are not limited to;

28.1.1 Calls made from Your PBX/service without Your knowledge;

28.1.2 Calls made utilising Your authentication details;

28.1.3 Calls made from an authenticated IP address;

28.2 You acknowledge that the Service known as “fraud insurance” is not a fraud prevention system and does not prevent unauthorised access to the Equipment. It is the sole responsibility of You to setup and maintain Your own security independently of Us and therefore We accept no liability whatsoever for any costs incurred as a result of a breach of security.

28.3 For the avoidance of any doubt, Your responsibilities include but are not limited to;

28.3.1 Secure implementation and management of your systems including any hardware not provided by Us such as Firewalls or PBX.

28.3.2 Maintaining security and confidentiality of authentication details for online service portals and other services.

28.3.3 Mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to Us.

28.4 We reserve the right to invoice you for any fraudulent calls made but where possible the fraudulent calls will be charged at cost.

28.5 You accept full and complete liability for any costs incurred as a result of fraud.

28.6 We recommend that You obtain professional security advice with regard to PBX/SaaS security, trunking or other equipment or resource

28.7 You remain liable for all charges whether You or someone else used the services and whether the services were used with the Your knowledge and consent or otherwise including and not limited to fraudulent calls made by a rogue callers and calls made by any third party who has gained unauthorised access to Your system/services.