COMPANY > TERMS & CONDITIONS

Maintenance Terms & Conditions

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By this Contract between Cavendish Maintenance Ltd of Cavendish House, New Road, Newhaven, East Sussex, BN9 0ES (called "the Company") which shall include its successors and assigns and the Customer named in the Contract hereto ("the Customer") the Company undertakes to maintain the Maintained Apparatus (hereinafter called "the Equipment") described in that Contract in accordance with that Contract and subject to the Terms and Conditions set out below and n the signed Systems Maintenance Agreement.

1. The customer agrees:

(a) To pay the maintenance charges prescribed in the Contract in all circumstances and if at any time should the whole or any part thereof be in arrears then the Company shall be entitled to suspend all services hereunder until payment is made in full. The Company reserve the right to negotiate revised maintenance charges if the customer changes the requirements of the services or the Customer's system requirements change so as to involve changes in the extent of the services.

(b) That any equipment added to the system after the original installation date will be subject to a maintenance charge which will be added to the annual contract value and for the first year will be charged on a pro rata basis, depending upon the outstanding period of the current year.

(c) If the Equipment is to be connected to BT apparatus it must comply with all BT requirements and at the Customer's expense to arrange the provision of any BT equipment specially required for the Customer's purpose.

(d) To orally notify the Company immediately of any fault in the Equipment or any repair which may be necessary, such notification to be confirmed in writing and to provide the Company at all reasonable times with access to the Equipment and allow it to carry out maintenance of the Equipment under the terms of this Contract.

(e) Not to maintain, service, repair, adjust, tamper or alter the Equipment or Extension wiring. In the event of requiring any alterations to the Equipment or Extension wiring to give to the Company 14 days written notice and should any such alterations be effected by an agent not appointed by the Company to allow the Company the right of inspection of that work which should be carried out in accordance with the current "Code of Practice" and should the work be found to be unsatisfactory to remedy the defect within 30 days of inspection or pay the Company's charges for effecting the remedy. Any breach of this condition may result in this Contract being terminated by the Company, if the Company so desires. The Company reserves the right to charge for all such inspections.

(f) To pay the Company's charge for reprogramming and/or service visits as a result of a programming error effected by the Customer, or his agent.

(g) Not to assign the benefit of this Contract without previous written consent from the Company.

2. The company agrees:

(a) To maintain the Equipment at the installation address in the Contract (or such other address as may be agreed in writing by the Company) in efficient working order and during the continuance of this Contract to execute by its servants, agents or contractors without charge all repairs and replacements to the Equipment necessitated by fair wear and tear provided the Customer shall have duly notified the Company of such fault or necessary repair in accordance with Clause 1(d) hereof. Such Service to be provided between the hours of 9.00am and 5.00pm Monday - Friday excluding Public Holidays. The Company shall use its best endeavours to provide such maintenance response in accordance with the Company's current ISO 9000 Quality Manual from the time of the reported call. Provided, however, that the Company (without prejudice to the terms and conditions of this Contract or the Customer's liability for payment of maintenance charges) shall not be obliged to service the Equipment if any such maintenance charge is overdue.

(b) At the expense of the Customer to provide service where failure of the Equipment is subsequently found to be due to misoperation or failure of BT equipment or any other network suppliers equipment and/or Host PBX systems and/or electricity supply service or if any person not authorized by the Company to do so shall have tampered with the Equipment.

(c) At the request and expense of the Customer:

(i) To carry out any alterations to the Equipment or Extension wiring in accordance with the current "Code of Practice".

(ii) Upon receipt of 14 days notice to allow the Customer's appointed agents to carry out alterations to the Equipment or Extension wiring. Such alterations or extensions to be in accordance with the current "Code of Practice". The Company reserves the right to inspection of such work and if found to be unsatisfactory shall require the Customer to remedy the defect within 30 days of the inspection.

(d) At the request and expense of the Customer to move the Equipment to alternative premises where in the opinion of the Company suitable service and reception facilities exist provided the Equipment does not thereby pass out of the possession or control of the Customer.

3. Duration of contract:

(a) A binding agreement will not exist between the Company and the customer until both parties have signed and returned the maintenance form to the customer (the Company to retain the original). Nor will the Agreement exist before the Commencement Date.

(b) The duration of the Contract shall be for the initial period as shown on the Systems Maintenance Agreement and thereafter from year to year unless either party shall give the other not less than 42 days written notice of termination so as to expire no later than the anniversary date of the commencement of this Agreement. The Company will acknowledge receipt of such notice and will confirm the termination of the Contract. In case of a dispute, unless proof of delivery of such written notice by the due date can be produced by the Customer (e.g. Recorded Delivery Receipt, Registered Letter Receipt), the Company will be unable to terminate the Contract. If the Customer has committed any breach of this Contract and has not remedied such breach within fourteen days after notice to that effect from the Company, this Contract may be terminated by notice from the Company to the Customer at the latter's last known address. If the customer wishes to terminate this Contract before the initial period has expired or the company terminates this Contract due to a breach of this Agreement by the Customer that remains unresolved after 14 days, then the company reserves the right to charge the client a sum of money to cover the loss of future income. Such sum to be at the company's sole discretion.

(c) In the event of termination of the Contract for whatever reason, the customer will be responsible for fees due including expenses incurred by the Company on the customer's behalf up to and including the end of any notice period.

(d) Notwithstanding clause 3(c) where the Contract is for the initial period , upon the customer cancelling the Contract for any reason or instructing their bank to terminate direct debit payments, the Company reserves the right to charge the customer the total price for the initial period.

4. Variation of maintenance charge:

The Company may vary the maintenance charge payable hereunder provided that no such variation shall take effect earlier than one year after the commencement of the term of this Contract or less than one year after a preceding variation subject to clause 1(a) and 1(b).

5. Service level:

Standard Cover: Service to be provided between the hours of 9.00am and 5.00pm Monday to Friday, excluding Public Holidays.

6. Prohibition of oral variations:

The terms and conditions in this Contract are the sole terms and conditions of the Contract between the Company and the Customer. No variation or modification of these terms or conditions and no agreement made or purported to be made between the Company and the Customer inconsistent with these terms and conditions shall be valid or of any effect unless made in writing and signed by a Director or the appointed Officer of the Company. No representation relating to or in any way connected with the Equipment shall be deemed to be made on behalf of the Company nor shall any such representation bind the Company unless such representation is made in writing and signed by a Director or the appointed Officer of the Company.

7. Exclusions:

(a) The Company shall not be liable for any delay in the execution of any work of installation, repair, replacement, alteration or removal of or to the Equipment howsoever caused.

(b) The Company shall not be liable for making good defects in the electricity supply, BT or other network suppliers telephone service and connections and/or Host PBX systems. Service calls for these purposes will be charged to the Customer at the Company's standard rates.

(c) The Company shall not be liable for repair of damage resulting from accident, transportation, neglect or misuse, failures of electrical power, surge of electrical power, lightning damage, water damage or causes other than ordinary use.

(d) The Company shall in no circumstances be liable for any failure or defective working of the Equipment due to any fault, failure or change in the electricity supply service and/or BT's equipment and/or Host PBX systems.

(e) The Company shall not in any circumstances be under any liability for any direct, indirect or consequential loss or damage, howsoever caused (other than death or personal injury resulting from the Company's negligence) suffered by the Customer as a result of anything done or omitted to be done by the Company, its employees, agents or contractors in connection with the Contract.

(f) The Company shall not be liable under Section 2(a) for costs of making good defects in any overhead and underground cables connected via internal building wiring to the equipment and service calls for these purposes will be charged to the Customer at the Company's standard rate.

8. Generally:

(a) The Company's right hereunder shall not be affected by granting any time or indulgence to the Customer.

(b) All charges under this Contract are subject to Value Added Tax. This Contract is not a V.A.T invoice. V.A.T invoices will be sent to the Customer for all payments under this Contract.

(c) The Company reserves the right to charge interest at the rate of 2%above Barclays' Bank plc per month on overdue payments.