Terms of Service
I. DEFINITIONS
“Agreement” means the agreement between the Customer and GRiP, entered into subject to these Terms of Service and also comprising the terms set out below.
“GRiP” means Gripcom Limited.
“Customer” means the person, firm or corporation who places an order on our website or is specified on any related order paperwork.
“Service” means the provision of voice and data telecommunications services and equipment as identified in the related order.
"Order" means any request by the customer to provide Service including: orders placed on GRiP's website, contract forms signed electronically or manually or payment of an invoice that references these Terms of Service.
“Initial Period” means the time from the commencement of the Service until the expiry of the minimum term.
“Renewal Period” means the time from the end of the Initial Period until the expiry of a time equivalent to the minimum term.
II TERMS AND CONDITIONS
1. The Service
GRiP undertakes to exercise all reasonable care in the provision and maintenance of the Service and will use all reasonable efforts to restore the service in the event of failure.
2. Duration
This Agreement shall come into full force and effect from the service activation date and shall continue:
2.1 for the minimum term specified on the order and shall automatically renew for successive Renewal Periods equivalent to the Initial Period. Either party may terminate this Agreement on expiry of the Initial Period or on expiry of any subsequent Renewal Period, by giving notice of non-renewal within thirty (30) days of the expiration of the Initial Period or the then-current Renewal Period. For example for clarification purposes:
(a) A 1 year contract can be cancelled on day 364 by giving 30 days written notice so the Agreement ends on day 394
or
(b) A 1 year contract can be cancelled on day 335 by giving 30 days written notice so the Agreement ends on day 365.
2.2 until terminated forthwith on GRiP giving notice of a breach by the customer of any of the Customers obligations under this Agreement which are capable of remedy and is not remedied within 7 days of giving such notice.
2.3 until terminated forthwith on GRiP giving notice of any material breach by the Customer.
2.4 All customers adopting the Service will be subject to a minimum contract term detailed on the order commencing on the date of Service activation. If no contract term is specified it will default to 12 months.
2.5 If the Agreement is terminated before the end of the Initial Period or the then-current Renewal Period, termination charges in accordance with Section 9 below will be applied.
3. Use of the Services
3.1 The Customer shall be responsible for the safe custody and safe use of the Service and, without prejudice to the generality of the foregoing, the Customer agrees and undertakes:
3.1.1 to use the Service in accordance with such conditions as may be notified to it in writing by GRiP from time to time
3.1.2 not to cause any attachments other than those approved for connections under the Telecommunications Act to be connected to the Service
3.1.3 not to contravene any relevant regulations or licences
3.1.4 not to use the Service as a means of communication for a purpose other than that for which the Service is provided and as may be set out from time to time in GRiP’s service literature (GRiP will provide the Customer with the maximum notice practicable should there be any change to GRiP’s service literature and GRiP agrees not to make any such changes as would materially affect the parties obligations)
3.1.5 not to use the Service for transmission of any material or message which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character
3.1.6 not to use the Service in a manner which constitutes a violation or infringement of the rights of any other party nor to make or intend or attempt to make fraudulent use of the Service, including but not limited to using the Service to transmit any message or code, locate a person, or otherwise give or obtain information without payment for the Services or use or attempt to use the Service with the intent to avoid the payment, in whole or in part, of any charges by any means or device.
3.1.8 to provide GRiP with all such information as it reasonably requests relating to Customer’s telecommunications equipment or services.
3.2 the Customer shall indemnify GRiP against all liabilities, claims, damages, losses and expenses arising directly from any breach of the undertakings contained in the Clause 3.1.
4. Equipment
4.1 Where GRiP is supplying Equipment to the Customer as part of the Service, any specified delivery date shall be treated as an estimate only and shall not be a term of this Agreement. GRiP accepts no liability for failure to meet any delivery dates.
4.2 Wherever necessary, GRiP or its appointed agent, engineer or maintainer may install the Equipment at the Site. GRiP shall not be liable for any loss, damages or expenses due to any installation or programming.
4.3 Any equipment under a rental agreement shall at all times remain the property of GRiP or its partners. The Customer shall not let, sell, charge, assign, sublicense, or allow use by a third party of, or otherwise encumber the Equipment in whole or in part in any manner whatsoever shall not prejudice GRiP’s rights in such Equipment in any way.
4.4 The Customer shall be responsible for the Equipment whilst it is in the Customers custody and shall notify GRiP immediately of any faults which occur, any repairs which become necessary or of any loss or damage to the Equipment. The Customer shall indemnify GRiP against any loss or damage to the Equipment.
4.5 Subject to paragraphs 4.7 and 4.8 below, GRiP and partners will use their reasonable endeavours to carry out during normal working hours any repairs to the Equipment which become reasonably and properly necessary to maintain the Service without charge to the Customer.
4.6 The Customer undertakes not by itself, its agents or its servants or otherwise to carry out any repairs, alterations, modifications or maintenance or make any additions or attachments to or otherwise alter the Equipment without the prior written consent of GRiP.
4.7 GRiP shall not be responsible for faults arising or repairs necessary where such faults arising or necessity of repairs result from:
4.7.1 breach of paragraph 4.6 above;
4.7.2 the Customers negligence or default;
4.7.3 failure by the Customer to use the Service in accordance with this Agreement or any reasonable or necessary instruction by GRiP;
4.7.4 any act, omission or fault associated with a telecommunications system other than that of GRiP; or
4.7.5 any other cause beyond the reasonable control of GRiP.
4.8 If GRiP carries out repairs or maintenance work arising under paragraph 4.7 above or if GRiP is required to perform work outside normal working hours, GRiP shall be entitled to levy a reasonable charge for such work.
4.9 The Customer undertakes to allow GRiP access at all reasonable times to the Site for the purposes of implementation and performance of this agreement and to provide GRiP, free of charge, with all information and assistance reasonably required by GRiP to perform its obligations under this Agreement.
4.10 The Customer shall be responsible for obtaining and where appropriate, paying for all necessary licences, consents and approvals required by third parties for the installation and use of the equipment.
4.11 The Customer undertakes that any telecommunications equipment supplied or used by the Customer in conjunction with the Equipment is in good working order and complies with all applicable legislation and standards.
4.12 The performance and features of the equipment will not exceed those available from the Manufacturer.
5. Access to Premises & Installation
5.1 To enable GRiP to exercise its obligations under this Agreement:
5.1.1 If GRiP is installing equipment or services, the Customer shall permit or procure permission for GRiP and any other person(s) authorised by GRiP to have reasonable access to its premises and the Service’s connection points and shall provide such reasonable assistance as GRiP requests.
5.1.2 The Customer shall apply or will allow GRiP to apply any changes to the Customer’s network configuration to allow the Service to function to its specification. This may include but is not limited to changes in IP addressing schemes, firewall configurations and server configurations.
5.1.3 GRiP will normally carry out work, by appointment and during normal working hours, but may request the Customer to provide access at other times but such requests shall not oblige the Customer to provide such access.
5.1.4 At the Customers request GRiP may agree to work outside normal working hours and the Customer shall pay GRiP’s reasonable charges for complying with such request.
5.1.5 If the Customer requests maintenance or repair work which is found to be necessary, the customer may be charged for the work and the costs incurred. GRiP will give notice that work is considered necessary prior to completion and raising charges.
5.1.6 Customer permits GRiP to use information about the calls made by the Customer including but not limited to origin, destination, duration, route and time so that GRiP can perform its obligations under this Agreement and maintain or upgrade the Service and/or produce statistics to assist GRiP or GRiP’s operators in their network planning.
5.1.7 Customer will provide the space, power and environmental conditions suitable for the operation of any equipment and services provided under the Agreement as specified by GRiP.
5.1.8 GRiP must be allowed a reasonable time (not less than 30 days after delivery) to rectify any significant issues with the Service.
6. Suspension of Service
6.1 GRiP may at its sole discretion at any time with immediate effect elect to suspend forthwith provision of the Service until further notice without compensation if:
6.1.1 The Customer is in breach of a material term of this Agreement including for the purposes of this Agreement, its failure to pay Monies due to GRiP on the due date
6.1.2 GRiP or their operators are obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authorities
6.1.3 for reasons of modification or preventative or emergency maintenance
6.2 The Customer shall reimburse GRiP for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Service as appropriate, but only where the suspension is implemented as a consequence of the breach, fault or omission of the Customer.
7. Liability
7.1 Nothing in this Agreement shall exclude or restrict GRiP’s liability for the death or personal injury resulting from the negligence of GRiP or of its employees while acting in the course of their employment.
7.2 Neither party shall be liable to the other in contract, tort or otherwise for any loss of business, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever.
7.3 Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any Act of God, inclement weather, failure or shortage of power, supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecommunication operators or other competent authorities.
7.4 GRiP’s Liability under this Agreement shall not exceed the total amount payable by the Customer to GRiP under this Agreement during the 3 months preceding the event of default.
8. Charges and Payments
8.1 Any installation or connection charges under this agreement will be collected on order.
8.2 Service Rentals will be applied as specified on any order or contract schedules and will be charged as follows:
8.2.1 The first month’s service rental will be collected on order. Thereafter the Customer shall be invoiced monthly for usage charges and service rentals and agrees to pay charges within 7 days of receipt of the invoice by recurring card payment or by Direct Debit.
8.2.2 Unless otherwise specified charges will be at GRiP’s current price which is available on request
8.3 Usage charges payable shall be calculated by reference to data recorded or logged by GRiP and its operators and not by reference to any data logged or recorded by the Customer.
8.4 Free Call Plans Usage - Calls of up to an hour to UK 01, 02, 03 and 07 numbers are included within the inclusive minutes. Fair Usage Policy applies: Maximum 2000 outbound minutes per user per month. Inbound minutes are unlimited. Unused minutes are aggregated across the customer account and are available to all users.
8.4.1 Free Calls Charging. If a customer exceeds their Fair Usage allowance, they can add Top-Up credit in increments of £10.00.
8.4.2 Premium and International Calls charging. Calls not included in the inclusive minutes are paid out of available Top-Up credit. Top-Up credit charges in increments of £10.00 will automatically be applied to the customer account to cover any calls made. Unused credit rolls over to the following month. Once Top-Up credit is depleted, the customer can request additional credit in increments of £10.00.
8.5 For any equipment purchased under this agreement GRiP will collect the payment on order.
8.6 For any equipment provided under a third party lease agreement, the Customer will sign the associated third party lease agreement. An acceptance certificate will be provided by the third party which should be signed on delivery. Payments will commence once the acceptance certificate is signed and will be collected by the third party under their terms and conditions.
8.7 Delivery shall be deemed to occur at the time when the Equipment arrives at the place of delivery if GRiP delivers the equipment or in all other cases when the Equipment leaves GRiP’s premises. The place of delivery may be a pre-staging area not at the Customer’s premises. The risk in Equipment shall pass to the Customer at the time of delivery.
8.8 Ownership of all Equipment shall remain with GRiP until it has received payment in full in cash or cleared funds of all sums due and/or owing for all of the Equipment and/or Systems and Services supplied to the Customer under this Agreement.
8.9 GRiP reserves the right to charge daily interest on amounts outstanding 14 days after invoice until payment has been received in full, at a rate equal to 4% per annum above the Bank of Scotland base Lending rate as current from time to time, whether before or after judgment. Interest shall continue to accrue notwithstanding termination of this Agreement.
8.10 All sums referred to in this Agreement are exclusive of Value Added tax and any taxes of a similar nature which may from time to time be introduced.
9. Termination
9.1 GRiP may suspend services or terminate this Agreement, or both, forthwith in the event that a liquidator (other than for the purpose of amalgamation or reconstruction), trustee in bankruptcy, administrator, receiver and manager is appointed in respect of the whole or part of the assets and/or undertaking of the Customer or the Customer enters into an arrangement or composition with its creditors, or if the Customer becomes unable to pay its debts within the meaning of s123 of the insolvency Act 1986, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding-up order.
9.2 Notwithstanding anything to the contrary expressed or implied in this agreement, GRiP (without prejudice to its own rights) may terminate this Agreement forthwith in the event that any licence under which the Customer has the right to run its telecommunications system and connect it to the Service is revoked, amended or otherwise ceases to be valid.
9.3 If the Customer wishes to cancel the Agreement in whole or in part prior to or after connection, installation or delivery, GRiP will agree to such cancellation upon the basis that the Customer shall reimburse to GRiP any cancellation charges levied on GRiP by BT or any other suppliers including any remaining contractual months of rental billings which will be charged in full to expiry date.
9.4 In the event the Agreement is terminated by either party, the customer will pay to GRiP, and within 14 days of issue of a demand by GRiP, the sum equivalent to the total of:
(a) the monthly rental charges due by the customer to either the end of the Initial Period or Renewal Period plus any 30 day notice period
and
(b) the sum of the Average Call Charges multiplied by the number of months to either the end of the Initial Period or Renewal Period plus any 30 day notice period.
9.4.1 For Monthly Rolling contracts, a Termination Charge equivalent to 1 month's rental will be applied.
9.5 Any Equipment supplied under a rental agreement by GRiP remains the property of GRiP or its partners and must be returned to in the event of termination at the customer's cost. Failure to return the Equipment to GRiP in reasonable condition will result in reasonable charges for that Equipment being levied on the Customer.
10 Assignment
GRiP may, but the Customer shall not (without the prior written consent of GRiP) assign, transfer or delegate or otherwise deal with all or any of its rights and obligations under this Agreement.
11 General
11.1 This Agreement represents the entire understanding between parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written and this Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party thereto.
11.2 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right and not operate so as to bar the exercise of enforcement thereof or of any other right on any later occasion.
11.3 By accepting the Terms of Service on this website or by signing GRiP order paperwork or contracts, the Customer hereby agrees to the total exclusion of all its terms and conditions of business from this Agreement.
11.4 Any notice, invoice or another document which may be given by GRiP under this agreement shall be deemed to have been duly given if left at or sent by post to an address to which notices invoices or other documents may be sent, or the Customers usual or last known place of abode or business, or if the Customer is a limited company, its registered office. GRiP’s address for the Service of any notice by the Customer under this Agreement shall be such address as is shown on the last invoice rendered to the Customer or such address as GRiP may prescribe for that purpose.
11.5 This Agreement shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.
11.6 Any Director or representative of a limited company who signs on behalf of the Customer will be deemed an authorised signatory and thereby guarantee the customer’s acceptance of its obligations under this Agreement.