Terms and conditions
1.1 These terms and conditions govern the basis we, Runtech Limited (“Runtech”), will provide to you (“You”), the customer named in the relevant Customer Agreement or quotation provided by Runtech (together “The Agreement” or “this Agreement”) the Equipment and the Services set out in the Agreement.
1.2 The term “Services” means provision of (i) the services set out in the Agreement (including any project services) and/or (ii) Equipment (where (a) provided for your use for a limited period of time or (b) sold to you or supplied to you pursuant to a third party finance arrangement contemplated in condition 13 of Schedule 2) (in which latter case (b) the provisions of Schedule 2 also apply)) and/or (iii) any other services You request and Runtech agree to provide or provides during the continuation of this Agreement. “Service Description” means the description of the Services provided by Runtech to You included in the relevant Customer Agreement or quotation or otherwise provided to you and set out in writing by Runtech.
1.3 The term “Equipment” means the equipment and installation provided by or on behalf of Runtech required to enable the relevant Services to be provided by Runtech to You, or any other equipment and/or installation You have requested Runtech to provide in conjunction with the provision of the Services or which Runtech will resell (directly or indirectly) to You, as set out in the Agreement or mentioned in any correspondence between You and Runtech either prior to or following the date of The Agreement, and (but without limitation) includes cable(s), power supplies, hardware or software. The term “Equipment” includes all Equipment supplied, installed, loaned or serviced by Runtech.
1.4 These terms and conditions apply to the exclusion of any other terms and conditions (other than those agreed or set out in the Agreement) and to the exclusion of any terms of purchase or otherwise presented by You whether included in any purchase order you may submit or otherwise.
1.5 Where a quotation is issued by Runtech this will only be binding on Runtech where Runtech has accepted Your order the subject of the quotation (“Order”) in writing to You or where you have placed an Order and Runtech has commenced work on the Order. Unless expressly agreed in writing between You and Runtech, any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
1.6 Where the Services include the provision of voice and data services then the provisions of Schedule 1 to these terms and conditions shall also apply, where Equipment is being bought by You or supplied to You pursuant to a third party finance arrangement contemplated in condition 13 of Schedule 2 (the “Buyer” for the purposes of Schedule 2) then the provisions of Schedule 2 to these terms and conditions shall also apply, and where the Services include Zoom then the provisions of Schedule 3 to these terms and conditions shall also apply. In the event of any conflict or inconsistency between the body of these terms and conditions and the Schedules to it the Schedules shall prevail to the extent of the conflict or inconsistency concerned.
1.7 In the event of any conflict or inconsistency between these terms and conditions and the relevant Customer Agreement or quotation then these terms and conditions shall prevail to the extent of the conflict or inconsistency concerned unless the parties have expressly agreed to vary these terms and conditions in the relevant Customer Agreement or quotation.
1.8 Any Services which are telecommunications or other communications services (including Zoom or other similar services) are supplied utilising the telephone lines, cabling, equipment, infrastructure, services and machinery of such third party service providers as Runtech may from time to time select (“Service Provider”). You authorise Runtech to communicate on your behalf with any Service Provider and to supply to such Service Provider for the purposes of arranging performance of the Services, any information which You may have passed to Runtech in connection with the Services. You also authorise the Service Provider to disclose any relevant information to Runtech.
1.9 Where the Services include the supply of software this is provided to You subject to the licence terms and other supply terms of the supplier of the software which You agree to comply with. Runtech does not provide software support and maintenance unless expressly contracted for. Nothing in this Agreement transfers or assigns any intellectual property rights from Runtech (or its suppliers) to You.
2.1 These terms and conditions are subject to review and revision from time to time by Runtech and any changes will be notified to You. You agree that if you continue to use the Services including, where applicable, the Equipment, following receipt of such revised Terms and Conditions you will be bound by the new/revised Terms and Conditions.
Use of equipment and services
3.1 The Equipment shall only be used for the intended purposes and in the manner prescribed by the manufacturer.
3.2 If there is any doubt in the correct functioning and use of the Equipment, You shall immediately suspend use of the Equipment and contact Runtech for further advice and information.
3.3 The Equipment is not to be used by those who are not appropriately trained.
3.4 You acknowledge that Runtech cannot exercise any control over manufacturers in relation to the Equipment. Runtech shall make reasonable endeavours to assist You but cannot be held responsible for any manufacturing defects, changes or general design errors in either the Equipment or system integration.
3.5 You will not use the Services:
(a) for the transmission of any material which is defamatory, offensive or abusive or of any obscene or menacing character: or
(b) in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to rights of copyright or confidentiality); or
(c) in a manner which allows third parties to interfere with or corrupt the Services and/or Equipment in any way; or
(d) in breach of any statutory provision or regulation from time to time in effect relating to transmission of telecommunication or related services; or
(e) in a way which is in any way unlawfully or fraudulent, or has any unlawful or fraudulent effect; or
(f) in any manner which shall contravene the requirements from time to time of any Service Provider.
Terms and duration
4.1 This Agreement commences from the date the Services are available for use by You or as otherwise set out in the Agreement.
4.2 This Agreement will continue unless and until terminated in accordance with this clause or as otherwise expressly provided in the Agreement.
4.3 You agree to continue to use the Services both (i) for the minimum term as stated in The Agreement (“Minimum Term”), (ii) for any additional term established by clause
4.4, and (iii) thereafter for the Revised Term established by Clause 4.6.
4.4 Where during continuation of this Agreement Runtech provide a further or additional element of Services and/or Equipment to You, You agree that the charges and term of the Agreement will be amended to take into consideration the additional costs implicated in the additional Equipment to be serviced and maintained in accordance with clause 4.5 below.
4.5 Any change in Equipment and/or installation which leads to a review of the above charges and term will be agreed in writing with You and charged at a percentage rate of the remaining duration of The Agreement.
4.6 After the expiry of the Minimum Term established by clause 4.3 (and at the expiry of every “Revised Term” as defined in this Clause) this Agreement is eligible for renewal. This Revised Term renewal shall be documented and agreed in writing with You at the end of the Minimum Term.
4.7 Either Runtech or You may terminate the Agreement by giving to the other not less than one calendar month’s notice in writing. Except where there is no minimum period for the Services or in the case of the purchase of Equipment (including its supply through a finance arrangement contemplated in condition 13 of Schedule 2) (where Schedule 2 applies) and subject always to Clause 4.8 this notice must expire at (i) the end of the Minimum Term; or (ii) at the end of the Revised Term (calculated in accordance with Clause 4.6) and (iii) where clause 4.4 may be applicable, cannot expire in connection with the additional Service referred to in clause 4.4 prior to the expiry of the Minimum Term established by that clause. Any notice received which does not comply with the provisions of this sub-Clause will be treated as a notice to terminate at the earliest possible Termination Date established under this Clause. If you wish to terminate this Agreement otherwise than in accordance with the provisions of this Clause, You may do so if you agree to pay to Runtech the sum calculated in accordance with Clause 5.
4.8 Without limitation to the foregoing, Runtech may terminate this Agreement immediately, if:
(a) You breach any of these Terms and Conditions,
(b) You commit an act of insolvency or an act of bankruptcy or have a receiver or administrator appointed including over all or part of your assets or you become insolvent,
(c) You fail to make any payment when it becomes due,
(d) Runtech, for reasons beyond its immediate control, is unable to continue to provide the Service;
(e) any licence or permission required by You to run your telecommunications system and/or connect it to the telecommunication system of the Service Provider (or otherwise required to receive and/or use the Services) is revoked, amended, or otherwise ceases to be valid and is not immediately replaced by another valid licence; or
(f) Your use of the Services is in breach of any terms of business or use of the Service Provider or any applicable software licence referred to in Clause 1.9 .
4.9 Upon termination of this Agreement (however this may arise) You will allow Runtech (or those authorised by Runtech) to enter the premises where the Equipment is installed and retake possession of any Equipment which has not been wholly paid for (where title has not passed to You) or which has otherwise been loaned or rented to You by or on behalf of Runtech or any Service Provider. On entering such premises Runtech shall be entitled to undertake all work necessary to remove the Equipment and will not be liable for any damage or alleged damage caused.
Payment on early termination, failure to use the services or breach
5.1 If this Agreement is (i) terminated by Runtech under any of the grounds within Clause 4 or (ii) if You cease the Agreement or the use of the Services at any time otherwise than in accordance to the terms of the Agreement, or (iii) You request cancellation of The Agreement prior to a Termination Date, You will (without prejudice to any claim for damages by Runtech for the breach of the Agreement) pay to Runtech:
(a) all sums which have fallen due to Runtech (as well as any and all other sums and charges which are payable for the remainder of the term or any Minimum Term had early termination not occurred) up to and including the next following Termination Date,
(b) all costs and expenses incurred by Runtech to any Service Provider collecting or attempting to collect from You Equipment which has not been wholly paid for,
(c) all costs and expenses incurred by Runtech and any Service Provider relating to the collection and removal of Equipment.
Charges and payment
6.1 Charges for the Services (including for the purchase of any Equipment) will be invoiced in full upon order or as expressly provided in the Agreement (which may provide for monthly or quarterly billing). Should You opt for a 2 year or 3 year term where offered by Runtech each year will be invoiced at the anniversary date of the Agreement. Runtech reserves the right to vary the charges without prior notice, and nothing in The Agreement shall oblige Runtech to retain its charges for the Services at a specific rate for any specific period unless specifically agreed in writing with You.
6.2 You are responsible for all charges in respect of the supply of the Services. All persons contacting Runtech in relation to the Agreement are deemed to be authorised by You and You must pay all charges arising out of the use of the Services.
6.3 All prices quoted are exclusive of value added tax.
6.4 Charges will be calculated by sole reference to the data and records maintained by Runtech which shall be final in determining the amount payable by You except only in the case of manifest error (notified in accordance with Clause 6.5).
6.5 All Charges payable by You will be shown on an annual or monthly invoice issued by Runtech (“Account”). Any allegation as to manifest error in an Account must be notified in writing and sent by recorded delivery, by You to Runtech within 30 days of the date of the applicable Account.
6.6 Runtech will investigate with all good faith any allegation of manifest error in an Account and shall inform You of the outcome of such investigation. Any refund of any charges wrongly debited to You shall be made only where Runtech accepts manifest error, and will be paid by way of credit.
6.7 Where Equipment is required in connection with a change of services or is required in connection with the provision of the Services, You will pay to Runtech any applicable Installation Charge shown in the separate project quotation or in the Agreement, which is a one-off charge payable by You on or before the Installation Date.
6.8 You agree to pay Runtech the total sum shown in any and all Account(s) within 30 days of the date of such Account. Runtech shall be entitled (in addition to all other remedies and rights under this Agreement) to levy a late payment charge at a rate of 1.5% per month on any unpaid overdue balance before as well as after judgment. Runtech reserves the right to require a deposit from you (as stipulated by Runtech) before providing any Equipment or services to You and also in the case of delayed payment Runtech are entitled to require payment from You of a deposit (as stipulated by Runtech) as against your liability under this Agreement as a condition of the continuation of the Services (including the provision of any Equipment).
6.9 You will make payment in respect of Accounts by direct debit to such bank account nominated for such purpose as Runtech shall direct, on written request by Runtech.
6.10 You shall indemnify Runtech against all costs incurred in collecting any overdue amounts owing by You.
6.11 No sums may be deducted from sums payable under this Agreement whether by way of set off, counterclaim or for any other reason.
Suspension of the services
7.1 Runtech may suspend forthwith the provision of the Services (and including the supply of Equipment) until further notice without liability to You on notifying You either orally (confirming the same in writing) or in writing in the event that:
(a) You are in breach of any term of this Agreement or otherwise You have failed to pay when due any sum payable to Runtech in respect of any other contract or agreement between Runtech (or any associated company of Runtech) and You;
(b) You prevent or delay prearranged maintenance from being carried out;
(c) You are suspected, in Runtech’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Services, or misuse of the Services; or
(d) As a consequence of your use of the Services any Service Provider shall notify Runtech that your use of the Services is in breach of the terms of business imposed by such Service Provider, or otherwise they refuse to transmit telecommunication or other communication services originating from You.
7.2 Without limitation to the foregoing, Runtech may suspend the Services if required to do so by any competent authority, if it needs to carry out any maintenance operations, if Runtech receives notification from the Service Provider of their requirement to suspend the Services or if suspension is required for any other reason beyond Runtech’s reasonable control.
Provision of the services, faults and liability
8.1 Runtech warrants that it shall use reasonable endeavours to:
(a) ensure the Services substantially comply with any Service Description and are available for use by You and that any scheduled PMV or unscheduled booked troubleshooting/ service calls are adhered to within the delineated timeframes; and
(b) perform the Services using reasonable care and skill.
8.2 No other warranties or guarantees are given in relation to the Services and Runtech does not warrant or guarantee (a) any particular time or date as prescribed by You and (b) the availability or non-interruption of the Services.
8.3 Runtech have no liability to terminate any pre-existing contracts held by You for services the same as or similar to the Services. You will take all steps necessary to terminate any such agreement and You shall be responsible for all costs and expenses.
8.4 You will immediately notify Runtech of any fault in the Equipment. Where this is within the scope of the Services Runtech shall use its reasonable endeavours, during Runtech’s normal working hours, to schedule a maintenance visit to troubleshoot the problem and if not possible to fix, to find an alternative solution whilst the defective part Is further tested/ returned to the manufacturer.
8.5 Runtech will be entitled to enter Your premises at all reasonable times to inspect and carry out (where necessary) servicing or maintenance of Equipment.
8.6 Runtech shall be responsible for the cost of all preventative maintenance, and/or servicing of the Equipment required in the reasonable opinion of Runtech and which expressly falls within the scope of the Services. You will be responsible for the cost (at Runtech’s usual charging rates from time to time) for all maintenance, loss and damage arising from:
(a) any fault, incompatibility or malfunction arising from or associated with use of the Equipment with any other system or other Equipment not supplied or approved by Runtech;
(b) any other cause beyond the reasonable control of Runtech;
(c) negligence, default or misuse of Equipment or use for a purpose for which the same was not supplied or otherwise as a consequence of breach of the terms of this Agreement by You; or
(d) services outside the scope of the Services.
8.7 Runtech shall have the right to charge You at Runtech’s usual charging rate for any and all costs incurred where Runtech is requested to carry out any maintenance or repair which in Runtech’s reasonable opinion is unnecessary or is outside of the scope of the Services or which is performed outside Runtech’s usual working hours as noted in the Agreement or which otherwise apply.
8.8 Subject to clause 8.10, Runtech shall not be liable to You for any loss of revenue, loss of business, loss of profit, loss of goodwill, loss of data, wasted or lost management time or time of other persons or for any form of consequential or indirect loss arising from breach of this Agreement. Runtech shall also not incur any liability in respect of charges incurred by You in respect of any alternative AV solutions or other services or equipment implemented as a consequence of faulty Equipment or any failures in relation to the Services or breach of this Agreement nor any liability as a consequence of matters beyond the reasonable control of Runtech.
8.9 Runtech shall not be liable to You for any third party interference with the Equipment nor as a consequence of abuse or misuse thereof.
8.10 Nothing in the Agreement excludes or limits the liability of Runtech for:
(a) death or personal injury caused by Runtech’s negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be excluded or limited pursuant to applicable law.
8.11 Subject to clause 8.10, in no event shall Runtech’s total aggregate liability under or in connection with this Agreement (whether in contract, tort (including negligence or breach of statutory duty) or misrepresentation, restitution or otherwise) in any consecutive twelve month period in relation to any Services (other than relating to or arising out of the sale and purchase of Equipment by You including as contemplated in condition 13 of Schedule 2)) exceed the greater of [£10,000] or the sums paid by You to Runtech under this Agreement in that twelve month period for the Services in question (excluding for the avoidance of doubt any sums paid to purchase Equipment).
8.12 Runtech’s liability in relation to any Equipment purchased by You (or supplied to you as part of a finance arrangement contemplated in condition 13 of Schedule 2) is set out in Schedule 2.
Equipment, installation and insurance
9.1 In so far as required in connection with the provision of the Services and/or Runtech’s compliance with the Agreement, You will provide all cooperation and assistance reasonably required by Runtech and without limitation to the foregoing You will:
(a) permit Runtech or any person authorised by Runtech to access to your premises, Equipment, systems, and comms rooms (where applicable) to enable installation and/or servicing (whenever PMV or otherwise) to occur at reasonable times,
(b) ensure a clean and safe environment for the Equipment and also for any Runtech representatives on site at all times,
(c) obtain all necessary licences and information required for the Equipment to be diagnosed, and/or installed,
(d) provide without charge any electrical, Internet and/or data supply as shall be required, and
(e) make such reasonable alteration to your premises (including but not limited to lifting of carpeting or other floor covering, drilling of necessary holes to permit passage of cabling or access of existing cabling and/or related to installing and/or housing Equipment).
9.2 Runtech shall use reasonable endeavours to deliver or arrange delivery of Equipment by any delivery date specified; however, such date shall be an estimate only and shall not be a condition of this Agreement. Runtech shall incur no liability for failure to meet the delivery date.
9.3 All Equipment shall remain the property of Runtech and/or its suppliers unless and until paid for in full by You and title has passed to You. You will retain all distinguishing marks and labels on the Equipment to enable identification of Equipment and pre-installed software and where relevant will advise any third parties that the Equipment does not belong to you. You will not carry out or permit any third party to carry out any maintenance, alteration, modification, replacement, or otherwise carry out any works to the Equipment.
9.4 All Equipment must be connected and used in accordance with all instructions and/or safety/security procedures as Runtech and/or the Manufacturer and/or Service Provider may communicate to You from time to time.
9.5 Without limitation to any of the foregoing, the Equipment and your use of any Equipment shall be at your risk during the continuation of this Agreement and You will effect a fully comprehensive policy of insurance with Runtech’s interest properly noted indemnifying Runtech and any applicable Service Provider against all loss or damage to the Equipment however caused. Risk passes to You at the time of delivery of the Equipment to your premises. You will notify Runtech immediately of any loss or damage to the Equipment. The only exceptions to this clause are reasonable wear and tear and damage caused as a direct consequence of negligence by Runtech or their respective agents or contractors for whom Runtech is responsible. You will be solely responsible for and hold Runtech and its agents and contractors and Service Providers fully indemnified against any loss or damage to property occurring in connection with the Equipment or as a result of the use thereof.
9.6 All Equipment will be inspected by You within 48 hours of delivery and unless You notify Runtech within 48 hours of the date of commencement of the Agreement or (in the case of Equipment supplied during the continuation of this Agreement) within 48 hours of the date of installation of the Equipment of any defects in or other proper objections to the Equipment it shall be conclusively presumed that the Equipment is in good condition, repair and working order to the satisfaction of You.
9.7 All maintenance visits to site, whether scheduled, in hours, out of hours or ad hoc will be finalised with a written summary and report of findings. The signing of this document by You confirms acceptance of the visit to a satisfactory level and any further visits or problems found will therefore be dealt with as a separate issue.
10.1 This clause does not apply to the service of proceedings or other documents in any legal action, including any arbitration.
10.2 All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by prepaid first class post, email or sent by fax:
(a) (in case of communications to Runtech) to its registered office or such changed address as shall be notified to You by Runtech in accordance with this clause; or
(b) (in the case of the communications to You) to the registered office of the addressee (if it is a company) or (in any other case) to any address of You set out in any document which forms part of the Agreement or such other address as shall be notified to Runtech by You in accordance with this clause.
10.3 Communications shall be deemed to have been received:
(a) if sent by pre-paid first-class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
(d) if sent by email on a working day prior to 4.00pm, at the time it is received by the recipient’s network system and otherwise on the next working day.
11.1 Each party agrees to treat the following information as confidential and not to divulge, use or exploit the same except as expressly permitted under this Agreement: (a) the existence and terms of this Agreement and (b) all information of a confidential nature received from the other party under or in connection with this Agreement. The foregoing restrictions shall not apply to the extent the information: (a) ceases to be confidential and enters into the public domain other than due to a breach of this Agreement by the receiving party; (b) is acquired by the receiving party from a third party free of any obligation of confidence, or (c) is required by law to be disclosed including without limitation for a party to exercise any legal right or remedy. Runtech is entitled to publicly refer to You as a client but in so doing will not divulge any confidential information relating to Your business without your prior consent.
11.2 Runtech shall have the right without notice to assign, transfer, sub-contract or otherwise deal with all or any of its rights and/or obligations under this Agreement. You may not assign, transfer, sub-contract or otherwise deal with all or any of Your rights and/or obligations under this Agreement without Runtech’s prior written consent.
11.3 Runtech shall have no liability and reserves the right to defer the date of delivery or to cancel any Agreement (including any sale contract for the Equipment) for the Equipment and/or Services (without liability to You) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Runtech including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, failures of equipment, software or services outside of Runtech’s reasonable control, failure of the Internet, or power, provided that, if the event in question continues for a continuous period in excess of 56 days, You shall be entitled to give notice in writing to Runtech to terminate the Agreement.
11.4 Each party will, in relation to the provision, receipt and/or use of the Services as applicable, comply with applicable law and regulation including without limitation any applicable laws relating to data protection.
11.5 Each right or remedy of Runtech under this Agreement is without prejudice to any other right or remedy of Runtech whether under this Agreement or not.
11.6 This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any previous oral or written understanding, commitments, contracts or representations relating to the subject matter of this Agreement. Furthermore:
(a) to the fullest extent permitted by law, all terms, warranties, or conditions implied by law or by custom or course of dealing are also excluded;
(b) each party agrees that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those expressly set out in this Agreement) made by or on behalf of the other party before the signature of this Agreement. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance; and
(c) nothing in this clause limits or excludes any liability or remedy for fraud.
11.7 Failure by or delay by Runtech to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof, or of any other right on any later occasion.
11.8 Any waiver by Runtech of any breach of, or any default under, any provision of the Agreement by You shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
11.9 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.10 Nothing in this Agreement shall create, or be deemed to create, a joint venture, partnership or the relationship of principal and agent between the parties. Except as expressly authorised in this Agreement, neither party has any authority to act, make representations or bind or contract on behalf of the other party.
11.11 Except to the extent expressly provided otherwise in these terms and conditions, no amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.12 If, for any reason, a provision of this Agreement proves to be void or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this Agreement, which will remain in full force and effect.
11.13 This Agreement may be executed in separate counterparts (and signature pages may be delivered by facsimile or email) all of which together evidence the same agreement.
11.14 This Agreement shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Voice and data services additional terms
Failture to use the service penalty
1.1 If this Agreement includes (as indicated in the Agreement or as may be subsequently agreed in writing between You and Runtech) as an element of the Services a commitment to use Runtech for call routing, and You cease call routing before the expiry of the Minimum Term (or the expiry of any Revised Term), Runtech will levy a penalty charge to be calculated as follows: [The average monthly call spend by You during the duration of the Agreement up to and including the last complete month use of call routing prior to the month within which the date of termination occurs/You ceasing to use call routing] X 20% [the number of billing months remaining until expiry of the Minimum Term or expiry of the Revised Term (as the case may be).
2.1 If the Services include any free all allowance, any ‘unused’ minutes will not be carried forward to any subsequent Account unless otherwise specified in writing between Runtech and You. Runtech have no liability to compensate You in respect of any free call allowance not used by You.
Faults and liability
3.1 You will immediately notify Runtech of any fault in the Services including Equipment. Runtech shall use its reasonable endeavours, during Runtech’s normal working hours, to remedy such a fault and/or reinstate the Services. This may (where this will retain provision of the Services) include provision by Runtech of an appropriate pre-fix dial code to enter prior to the making of a telephone call and You agree to enter such code until such time as Runtech may inform You that the Services are available for use without the need for such code to be entered.
3.2 Runtech shall not incur any liability in respect of charges incurred by You in respect of any alternative telephone or other communications facilities implemented as a consequence of temporary interruption in the Services or any breach of this Agreement nor shall Runtech have any liability as a consequence of matters beyond the reasonable control of Runtech.
3.3 Where there is a temporary cessation of the Services or otherwise a fault which prevents the full use of the Services arising as a consequence of a cessation or fault on the part of the Service Provider, Runtech shall use reasonable endeavours to claim on behalf of You (upon receiving notification of the fault from You and all information as Runtech may request from time to time in connection with the fault) compensation from the Service Provider. Runtech’s liability under this clause shall at all times be limited to the amount of compensation as shall be payable from time to time by the Service Provider in the circumstances as shall have arisen at such time less Runtech’s reasonable costs of recovery.
3.4 Runtech shall not be liable to You for any third party interference (either internal at your premises or external e.g. “hackers”) with the Equipment or the Services nor as a consequence of abuse or misuse thereof.
Faults and liability (cont.)
3.5 Where the extension billing option has been requested, Runtech will use best endeavours to provide the extension information. Runtech shall not be liable to You if the extension information is not available for whatever reason.
3.6 Where call routing utilises Voice over Internet Protocol (VoIP), you acknowledge that call quality and availability can be subject to factors outside of Runtech’s control e.g. bandwidth contention or quality of service (QoS). Runtech shall not be liable to You in respect to any quality or availability issues with such a service.
3.7 The security of call routing in the public network and in particular VoIP calls routed via the internet, is outside of Runtech’s control and hence Runtech shall not be liable to You for any breaches of such security e.g “Packet sniffing”.
Charges and maintenance
4.1 Where there is a “Rental Charge” shown in the Agreement or specified in correspondence between Runtech or where Equipment is subsequently installed at the request of You during the continuation of this Agreement, or is required during the continuation of this Agreement for the proper provision of the Services, and Runtech require You to pay a Rental Charge for the Equipment, You will pay to Runtech the Rental Charge stated or agreed, which will be shown on each Account. Payment will be made in accordance with the provisions of this Agreement relating to payment of Accounts.
4.2 If required by Runtech, You will enter into a service and maintenance agreement with Runtech in connection with the Equipment so as to provide for the proper servicing, maintenance and performance of the Equipment. Such a service and maintenance agreement will be subject to Runtech’s standard terms and conditions applicable from time to time and subject to Runtech’s standard charges from time to time. Such a service and maintenance agreement will be maintained by You throughout the duration of this Agreement.
5.1 You acknowledge that Runtech cannot exercise any control over the internal workings or industrial relations within BT plc or any other Service Provider or connection of the telephone service to the Equipment. Runtech shall make all reasonable endeavours to assist You in the connection arrangements for the Equipment but cannot be held responsible for any delays or loss or damage caused on the part of any Service Provider or any other contractor involved in the provision of related goods or services.
Additional Provisions for the Purchase of Equipment or its supply pursuant to a Finance Arrangement
1.1 The following definitions and rules of interpretation apply in these additional conditions in this Schedule (“conditions”).
Additional Work: Equipment and/or Services in addition to the Contract.
Buyer: You, being the person, firm or company who either purchases the Equipment and/or Services from the Company or (in the circumstances set out in condition 13) takes possession of the Equipment as part of a third party finance arrangement (“Finance Arrangement”).
Contract: any Contract between the Company and the Buyer for or including the sale and purchase of the Equipment, which shall incorporate these terms and conditions (including Schedule 2 to these terms and conditions) and any other documents and terms expressly incorporated into the Contract.
Site: the place at which the Equipment and/or Services are delivered, kept or installed under condition 4.
Application of terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions together with the other terms and conditions of Runtech set out elsewhere in this document to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These terms and conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Equipment and related Services shall have no effect unless expressly agreed in writing and signed by an officer of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Equipment and related Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Equipment and procure any Services subject to these terms and conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Equipment to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of order to the Buyer subject to condition 2.5 above. Unless expressly agreed in writing between the Company and the Buyer, any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.8 For the avoidance of doubt the provision of any Services related to the Equipment (including any project services) is governed generally by the provisions of the Agreement and these terms and conditions as they relate to Services (rather than the sale and purchase of Equipment).
3.1 The quantity and description of the Equipment and any related Services shall be as set out in the Company’s quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract and this is not a sale by sample.
Delivery of the equipment
4.1 Unless otherwise agreed in writing by the Company, delivery of the Equipment shall take place at the Site.
4.2 Any dates specified by the Company for delivery of the Equipment are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of revenue, depletion of goodwill and similar loss, wasted or lost management time or time of other persons), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Equipment (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 56 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Equipment when it is ready for delivery, or the Company is unable to deliver the Equipment on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:
(a) risk in the Equipment shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
(b) the Equipment shall be deemed to have been delivered; and
(c) the Company may store the Equipment until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall be responsible for making the Site good, after any work carried out by the Company at the Site, including putting items back and re-decorating.
Non-delivery of equipment
5.1 The content of any consignment of Equipment as recorded by the Company on dispatch from the Company’s place of business shall be conclusive evidence of the content received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Equipment (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 24 hours of the date when the Equipment would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time.
Risk/title of the equipment
6.1 Where the Contract includes delivery and/or installation of the Equipment, risk passes to the Buyer on delivery of the Equipment, but the Buyer shall not be liable for any loss or damage that is caused by the Company’s negligence.
6.2 Ownership of the Equipment shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Equipment; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Equipment has passed to the Buyer, the Buyer shall:
(a) hold the Equipment on a fiduciary basis as the Company’s bailee; and
(b) store the Equipment (at no cost to the Company) separately from all other Equipment of the Buyer or any third party in such a way that it remains readily identifiable as the Company’s property; and
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
(d) maintain the Equipment in satisfactory condition and keep it insured on the Company’s behalf for its full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company, and
(e) only use the Equipment in accordance with any instructions provided by Company, and
(f) not move the Equipment or any part of it from the Site; and
(g) only use or allow the Equipment to be used for the purpose for which is was designed; and
(h) not make any alterations or attachments to the Equipment without the Company’s prior consent.
6.4 The Buyer’s right to possession of the Equipment shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other Contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Equipment.
6.5 The Company shall be entitled to recover payment for the Equipment notwithstanding that ownership of any of the Equipment has not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Equipment is or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.7 Where the Company is unable to determine whether any Equipment is the Equipment in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all Equipment of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 The Buyer shall:
(a) co-operate with the Company in all matters relating to the supply of the Equipment and/or any related services, and
(b) provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Site, and where the Buyer fails to provide such access to the Site, the Company reserves the right to make a charge, and
(c) be responsible (at its own cost) for preparing and maintaining the Site suitable for the supply of the Equipment and related services, including identifying, monitoring, removing and disposing of any hazardous materials from the Site in accordance with all applicable laws, before, and during the supply of the Equipment at those premises and informing the Company of all the Buyer’s obligations and actions under this condition, and
(d) inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Site, and
(e) ensure that all the Buyer’s equipment is in good working order and suitable for the purposes for which it is used in relation to the Equipment and related services and conforms to all relevant United Kingdom standards, and
(f) dispose of any packaging material in an appropriate manner.
8.1 Unless otherwise agreed by the Company in writing, the price for the Equipment and/or any related Services shall be the price as detailed in the quotation.
8.2 The price for the Equipment shall be exclusive of any value added tax and exclusive of delivery.
8.3 The price for the Services shall be exclusive of any value added tax.
8.4 The Company reserves the right to make an additional charge to the Buyer for any Additional Work carried out by the Company. Additional Work will not be carried out without the Buyer placing an order for the additional work and the subsequent order acknowledgement by the Company.
8.5 Where the Buyer reports a fault and the Company finds that there is none or that the Buyer has caused the fault, the Company reserves the right to make a charge to the Buyer for all reasonable expenses and time incurred.
9.1 Where the Company is not the manufacturer of the Equipment, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these conditions including condition 9.1 and/or the provisions of any enhanced or extended warranty purchased by the Buyer from the Company in connection with the Contract) on delivery, and for a period of 12 months from the date of delivery, the Equipment shall:
(a) be free from defects in materials and workmanship.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit, within 24 hours of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Equipment and the Buyer (if asked to do so by the Company) returns such Equipment to the Company’s place of business at the Buyers cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any warranty in condition 9.2 if:
(a) the Buyer makes any further use of such Equipment after giving notice under condition 9.3; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Equipment without the written consent of the Company, or
(d) the defect is due to accidental or willful damage; interference with or maintenance of Equipment by persons other than the Company, or
(e) the defect is due to faulty design by the Buyer where the Equipment has been manufactured to the Buyer’s design.
9.5 Where the Company is called out to the Site to repair or replace Equipment and the defect is due to one of the above reasons as set out in
9.4 above, the Company reserves the right to make a reasonable charge.
9.6 Subject to condition 9.3 and condition 9.4, if any of the Equipment does not conform with any warranty in condition 9.2 the Company shall at its option repair or replace such Equipment (or the defective part) or refund the price.
10.1 Subject to condition 4, condition 5 and condition 9 , the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these terms and condition and the Contract;
(b) any use made or resale by the Buyer of any of the Equipment, or of any product incorporating any of the Equipment; and
(c) any use made by the Buyer of the Services or any part of them;
(d) any liability arising out of or in respect of the Equipment; and
(e) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
(a) subject to conditions 10.4 (b) and 10 (c) below, the Company’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 in relation to any Equipment or otherwise relating to or arising out of the Equipment shall be limited to the Contract price for that Equipment;
(b) the Company’s total liability for any Services (to the extent relevant to the provision of the Equipment) shall be as set out in Clause 8.11 of the above terms and conditions; and
(c) the Company shall not be liable to the Buyer for loss of profit, loss of business, loss of revenue, loss of data, wasted or lost management time or time of other persons, the cost of procuring replacement equipment or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Third party service providers
11.1 Where the Buyer makes or receives calls using the video conferencing Equipment provided by the Company via a LAN or any other Internet Protocol (IP) such as Inter Office (WAN) or otherwise or ISDN Connection such as BT ISDN, the Buyer is responsible for providing and maintaining a suitable service. Unless such a connection or service is provided by the Company to the Buyer then any faults must be reported to the service or connection provider by the Buyer.
Site preperations and access
12.1 The Buyer agrees to prepare the Site according to any instructions provided to the Buyer by the Company and to provide the Company with reasonable access to the Site for the purposes of the Contract.
12.2 The Buyer shall obtain any permission needed, including permission for any changes to the Site.
12.3 The Buyer and the Company will meet each other’s reasonable safety and security requirements when on the Site. If the Buyer or the Company damages the other’s Equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use
13.1 The Parties acknowledge that the Company may, at the Buyer’s request, arrange to transfer title in the Equipment to a third party, in order that the Buyer may enter into lease and/or hire purchase arrangements with that third party in respect of the equipment as an alternative to purchasing the same direct from the Company
13.2 The Parties agree that if clause
13.1 applies, the terms set out in this Schedule will have effect between the parties on the following basis:
(a) All express or implied references to the transfer of title in the Equipment to the Buyer will be deemed to be references to transfer of the same to the third party;
(b) The terms on which the third party supplies the Equipment to the Buyer will be governed solely by the relevant finance agreement between the Buyer and the third party;
(c) All other terms in this Schedule will operate as a separate contract between the Buyer and the Company which is collateral to that finance agreement; and
(d) Those other terms will be construed purposively with such consequential amendments as may be necessary to give effect to that collateral contract.
13.3 Without affecting the generality of clause 13.2(d), the Parties acknowledges that clauses 9 (Quality) and 10 (Liability) above will be construed as if the Equipment had been purchased by the Buyer direct from the Company.
Additional provisions for Zoom
1.1 Where the Services include Zoom (“Zoom Services“) the following additional terms shall apply to Your purchase and use of Zoom.
1.2 Runtech is also referred to in this Schedule and in Zoom’s terms of service as a “Reseller” in relation to Zoom.
Term/duration of the Zoom Services
2.1 The minimum term for Zoom Services is one (1) year, unless Zoom has provided written authorization for a shorter term. The Zoom Services will be renewed as agreed with Runtech.
3.1 You agree to be bound by and to comply with Zoom’s current terms of service from time to time. Zoom’s current terms of service are located at https://zoom.us/docs/en-us/EULA-terms-of-service.html. In the case of any conflict or inconsistency between Zoom’s terms of service and these terms and conditions (including this Schedule 3) Zoom’s terms of service shall prevail.
RunTech's obligations and liability in relation to Zoom
4.1 Runtech is a reseller of Zoom licences. Zoom (not Runtech) is responsible for providing The Zoom Services to You in accordance with Zoom’s terms of service and as Zoom may otherwise determine from time to time.
4.2 Zoom’s and Runtech’s liability (as a Reseller of Zoom) are limited by Zoom’s terms of service and in the case of Runtech also by these terms and conditions (including this Schedule 3).